Common use of Assets Clause in Contracts

Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, convey, sell, transfer, deliver and assign to Buyer, and Buyer shall purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”).

Assets. On the terms and subject to the conditions set forth in this Agreementherein, at the "Closing, " (as closing is defined in Section 4.1 hereof) Seller shall grant, convey, sell, transfer, deliver convey and assign to Buyer, and Buyer shall purchase and assume from Seller, the Business and Business Assets including the Wharf Lease. Buyer will establish a subsidiary ("Fremont Resources Corporation") for the purpose of acquiring the Business and Business Assets and will fund such subsidiary with Five Hundred Thousand Dollars ($500,000) in the form of a loan from Buyer (Semper Resources Corporation) to be used for working capital purposes. The Business and Business Assets shall consist of all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures personal property owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer used in connection with the Transactionsoperation of the Business, including but not limited to the following: 1.1.1 The Business, including the customer list(s), all trade names, trademarks, copyrights, telephone number(s) used in connection with the Business, the goodwill of the Business and the right to use the name "Fremont" but not "Fremont Forest Products"; 1.1.2 All furniture, fixtures and equipment located on the Premises and at the Whittier office or used in connection with the Business (the "FF&E"), as detailed on Schedule 1.1.2, attached; 1.1.3 All customer files, records, cards, computer records, accounting and bookkeeping records and all other written materials reflecting the business that has been conducted by Seller at the Premises and at the Whittier office. 1.1.4 All Supplies and Equipment ("Supplies") at Premises and Whittier necessary and desirable in order to effectively conduct the Business, as detailed on Schedule 1.1.4, attached; 1.1.5 All licenses and permits held by or issued to Seller which are required for the lawful conduct of the Business, but excluding only to the extent lawfully transferable and necessary for Buyer to carry on the Business; 1.1.6 All fixed assets, leasehold improvements and material handling equipment, as detailed on Schedule 1.1.6, attached; and 1.1.7 All accounts receivable and all material handling contracts in process. PROVIDED, HOWEVER, that the Business Assets shall not include (i) any such filescash or cash equivalents of Seller (except as herein provided), documents, books and records that constitute Excluded Assets pursuant to (ii) any liabilities of the Business (except as is set forth at Section 1.2 and excluding past e-mails that are not part below), (iii) any shares of such files, documents, books and records and that instead may be stored on servers or networks stock of Seller or otherwise included in any other entity or (iv) any tax, lease, insurance or utilities refunds or deposits, excluding deposits on the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)leases assumed hereunder.

Assets. On Upon the terms and subject to the conditions set forth in this Agreement, KMD shall, at the Closing, Seller shall grantsell, assign, convey, sell, transfer, transfer and deliver and assign to Buyer, and Buyer shall purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all EncumbrancesLiens, except Permitted Encumbrances and Blanket Liens Buyer shall purchase and accept from KMD, all of KMD's right, title and interest in and to all assets, properties and rights of every kind and description, wherever located, whether tangible or intangible, other than the Excluded Assets referred to in Section 2(b), owned by KMD and relating to or arising out of the Business (which Blanket Liens shall be released by Seller in accordance with Section 6.16):collectively the "Assets"), including, without limitation, the following: (ai) The real propertyall laboratory, improvements clinical or chemical testing and fixtures other equipment, computers, furnishings, furniture, office supplies, vehicles, spare parts, tools, machinery or other equipment owned by Seller KMD and all other goods and personal property used in the operation of the Business, all of which items are listed, specifically or by category, on Schedule 2(a)(i)(A) (in each case, including all accessories, supplies, operating manuals and other documentation with respect thereto, collectively, the "Equipment"); KMD's interests in the leases of Equipment listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv2(a)(i)(B) (collectively, the “Office Equipment”"Equipment Leases"); (vand all other fixed assets owned by KMD and that are located at one of the Facilities or otherwise used in the Business, including the fixed assets listed on Schedule 2(a)(i)(C) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”"Fixed Assets"); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) all inventories of supplies, chemicals, labels, stationary, forms, packing, shipping and mailing materials owned by KMD and used in the Business (collectively, the “Government Contracts”"Inventory"); (iii) The leases all Contracts of KMD to provide services, equipment and real estate leases, equipment maintenance agreements, software license agreements, service agreements, reagent agreements and other agreements incurred in the ordinary course of the Business (but excluding all Excluded Contracts and Benefit Plans), any and all rights of KMD thereunder, and all rights of KMD under any non-disclosure, confidentiality or noncompetition Contracts relating to the Rolling Stock Business (the "Included Contracts"), all of which Included Contracts (other than such agreements that are terminable without penalty on less than thirty-one (31) days notice or involve payments of not more than $500 per month and not more than $30,000 in the aggregate over the life of such contracts) are listed on Schedule 1.1(c)(iii2(a)(iii) (collectively, the “Rolling Stock Leases”or 2(a)(i)(B); (iv) The leases relating all rights of KMD under or pursuant to the machineryall warranties, heavy equipment representations or guarantees made by suppliers, manufacturers and materials handling equipment (contractors in each caseconnection with products or services of, other than Rolling Stock) (collectivelyor used in, the “Business, or otherwise affecting the Equipment”) listed on Schedule 1.1(c)(iv), the Fixed Assets or the Inventory; (v) The leases all customer and vendor lists relating to the Office Equipment listed on Schedule 1.1(c)(v)Business, all files or documents relating to customers and vendors of the Business, and all financial records, files, books or documents otherwise relating to the Assets, the Assumed Obligations and/or the Business, including computer programs, manuals, sales and advertising materials, billing records, and sales, distribution and purchase correspondence; (vi) The employment agreements all Intellectual Property Rights of KMD and all of KMD's rights under all Third Party Licenses (as defined in Section 4(l)) and all documentation relating thereto in whatever media it is embodied, including books, records, computer storage media, magnetic tape, data compilations and other embodiments are listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”2(a)(vi); (vii) The agreements relating subject to the Assets listed on Schedule 1.1(c)(viilicense granted by Section 7(e); and, all computer software (including object code and source code in KMD's possession) owned by KMD and used by KMD in connection with the Business, including all copies stored in magnetic or other media of any kind, and all documentation and specifications relating thereto; (viii) Those all permits, licenses, provider numbers and other Contracts of Seller not set forth on Schedule 1.1(c) solely formal approvals issued by any Governmental Body held and used by KMD in connection with the Business (other than KMD's Medicare Provider Number L220810 issued by the Health Care Financing Administration and pertaining to Medicare services performed at the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (iiFacilities) to the extent transferable under Applicable Lawto Buyer, human resources recordsall of which material permits, employee personnel files (including all employee benefit files licenses and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that provider numbers are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f2(a)(viii); (gix) All all prepaid deposits, expenses or charges of the IP Rights listed on Schedule 1.1(g)Business; (hx) All Permits related all claims, choses of action and rights relating to the ownershipBusiness, operation, management or use of the Assets in and the Market that are owned byAssumed Obligations, issued toand all insurance proceeds, judgments or held by or otherwise benefiting Seller settlements with respect to the Business, the Assets and transferable by their respective terms to Buyerthe Assumed Obligations; (ixi) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), all of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All KMD's right, title and interest in and to the dedicated name "Kyto Meridien Diagnostics" and any derivation thereof, the goodwill pertaining to such name and the Business, and the current telephone and fax numbers, post office boxes numbers and telephone listings of Seller listed the Business; and (xii) all current accounts receivable existing on Schedule 1.1(jthe Closing Date for which no payment has been received by KMD as of the first posting date after the Closing Date and which originated from ▇▇▇▇▇▇▇▇ to monthly billed accounts of KMD (as opposed to patient and third party billed accounts described in Subsection 2(b)(vii) below). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title together with all evidences thereof and documentation relating thereto (collectively, the “Additional Vehicle Seller”"Purchased Receivables").

Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at as of the ClosingClosing (as defined in Section 2.1 hereof), Seller shall grantSellers agree to sell, convey, sell, transfer, transfer and deliver and assign to Buyer, and Buyer shall purchase from Selleragrees to purchase, all of the right, title and interest that Seller possesses and has the right to transfer of Sellers in and to all of the following assets located of every kind and nature, whether real, personal or mixed, tangible or intangible, owned or used by Sellers in the Market (collectivelyconnection with, or otherwise associated with, the “Assets”)operation of the Hospital, but excluding other than the Excluded AssetsAssets (hereinafter defined), free and clear of all liabilities, claims, liens, security interests and restrictions other than the Assumed Liabilities and the Permitted Encumbrances, except Permitted Encumbrances and Blanket Liens which assets shall include, without limitation, the following (which Blanket Liens shall be released by Seller in accordance with Section 6.16the “Assets”): (a) The fee simple to the real propertyproperty described on Schedule 1.1(a)(i) hereto, improvements together with all improvements, any construction in progress, and any other buildings and fixtures owned by Seller which are listed on Schedule 1.1(a) thereon, and all rights, privileges and easements appurtenant thereto, including appurtenant rights in and to any public streets or rights of way (such owned assets of Seller are referred to collectively as collectively, the “Owned Real Property” or ”), and leasehold title to the real property that is leased by Sellers pursuant to the leases described on Schedule 1.1(a)(ii) hereto (collectively, the “Leased Real Property”; the Owned Real Property and the Leased Real Property being referred to herein as the “Real Property”); (b) The following all tangible personal property owned property, including, without limitation, all major, minor or leased by Seller as other equipment, vehicles, furniture and furnishings; (c) all supplies and inventory located at the Hospital; (d) assumable deposits, prepaid expenses and claims for refunds; (e) all claims, causes of action, and judgments in favor of Sellers relating to the condition of the Closing: Assets and, to the extent assignable by Sellers, all warranties (iexpress or implied) and rights and claims assertable by (but not against) Sellers related to the automobilesAssets; (f) all financial, truckspatient, fork liftsmedical staff and personnel records relating to the Hospital (including, construction vehicles without limitation, all equipment records, medical administrative libraries, medical records, documents, catalogs, books, records, files, operating manuals and other motor vehicles current personnel records); (g) all rights and interests of Sellers in the contracts, commitments, leases and agreements listed on Schedule 1.1(b)(i), together with 1.1(g) hereto and all attachments and accessions thereto Immaterial Contracts (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(ivhereinafter defined) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iiih) The leases relating to Sellers’ Medicare and Medicaid provider numbers and all rights under the Rolling Stock listed on Schedule 1.1(c)(iii) (collectivelycorresponding Medicare and Medicaid provider agreements, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyertransferable; (i) The creditsall licenses, deferred chargespermits, prepaid expensescertificates, deposits certificates of need, registrations and other prepaid assetsaccreditations, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes the extent assignable, held by Sellers relating to the fixed assets included within ownership, development, and operation of the Hospital (including, without limitation, any pending or approved governmental approvals); (j) except for the Excluded Marks, all names, trade names, trademarks and service marks (or variations thereof) associated with the Hospital, all goodwill associated therewith, and all applications and registrations associated therewith; (k) all goodwill associated with the Hospital and the Assets), ; (l) the assets owned by Affiliates (as defined in Section 12.18 below) of Seller principally related to Sellers which are primarily used in connection with the Assets and listed and described on Schedule 1.1(i) (collectively, operations of the “Prepaid Assets”)Hospital; and (jm) All rightthe interest of Sellers in all property of the foregoing types, title arising or acquired in the ordinary course of the business of Sellers in respect of the Hospital between the date hereof and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)Closing.

Assets. On Subject to Section 2.03, the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller term “Assets” shall grant, convey, sell, transfer, deliver and assign to Buyer, and Buyer shall purchase from Seller, mean all of the Seller’s right, title and interest that Seller possesses in and has to: (a) (i) the right to transfer leasehold estates in and to the following assets located in the Market oil and gas leases (collectively, the “Leases” or singularly the “Lease”) described on Schedule 2.02(a)(i) (and any extensions, renewals, ratifications or amendments to such Leases, whether or not such extensions, renewals, ratifications or amendments are described on Schedule 2.02(a)(i)), (ii) the overriding royalty interests (the “Overrides”) and reversionary interests described on Schedule 2.02(a)(i), and (iii) the other assets described on Schedule 2.02(a)(iii) (the “Other Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as collectively, the “Owned Real PropertyProperties,” or the singularly, a “Real Property”); (b) The following tangible personal all real or immovable property owned and rights incident to or leased by Seller as of used in conjunction with the Closing: Properties, including (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together all rights with all attachments and accessions thereto (collectively, the “Rolling Stock”) respect to the extent registered with any Governmental Authority (collectively, use and occupation of the “Registered Rolling Stock”)surface of and the subsurface depths under the Properties; (ii) the number all rights with respect to any pooled, communitized or unitized acreage by virtue of containers and compactors located on-site with any Property being a customer that relate part thereof, including all production from such pool or unit allocated to a Collection Account and listed on Schedule 1.1(b)(ii)any such Property; (iii) that number of additional containers all platforms and compactors stored on the Real Property pipelines; and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture surplus materials, stocks and office equipment inventory listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv2.02(b)(iv); (c) Subject all easements, rights-of-way, servitudes, permits, licenses, franchises and other estates or similar rights and privileges to Section 1.7, the following Contracts:extent related to or used in connection with the Properties (“Easements”); (id) All Contracts all oil, gas and other rights to provide small container municipal solid waste commercial and industrial collection services hydrocarbons produced from or attributable to the active customers at Properties (the locations “Hydrocarbons”) and all personal property, fixtures, inventory and improvements located on or to the service routes extent reasonably necessary in connection with the operation of the Properties and the Easements or with the production, treatment, sale, or disposal of the Hydrocarbons, byproducts or waste produced therefrom or attributable thereto, including all w▇▇▇▇ (whether producing, shut in or abandoned, and whether for production, injection or disposal), wellhead equipment, pumps, pumping units, flowlines, gathering systems, platforms, pipelines, piping, tanks, buildings, boat docks, treatment facilities, injection facilities, disposal facilities, compression facilities, and other materials, supplies, equipment, facilities and machinery; (e) all of Seller’s contractual rights and obligations to any gas imbalance related to the Properties, as of the Effective Time, whether underproduced or overproduced, and based on each individual reservoir, Lease or unit or pipeline imbalance, as applicable; (f) all contracts and instruments, including but not limited to the contracts and instruments listed on Schedule 1.1(c)(i) (collectively2.02(e)(i), such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on extent the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) same relate to the Properties after the Effective Time (collectively, the “Government Contracts”); (iiig) The leases relating any and all books, records, files, muniments of title, reports, governmental agency compliance information, logs, core samples, geological and engineering data and information (including blueprints, maps and diagrams) and interpretive data that directly relate to the Rolling Stock listed on Schedule 1.1(c)(iii) Properties (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred the interpretive data are not subject to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, license or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g);transfer restrictions; and (h) All Permits related grant to Buyer a non-exclusive license to Seller’s proprietary geophysical data for the ownershipProperties; provided however, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller Buyer shall bear all copying and transferable by their respective terms handling costs to deliver said geophysical data to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Sellerthat Buyer acquires the required licenses and consents for the nonproprietary geophysical data for the Properties, and at Buyer’s sole costs and expenses, Seller shall cause such Registered Rolling Stock provide copies of said nonproprietary geophysical data, subject to be sold any restrictions on Seller’s license to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)said nonproprietary geophysical data.

Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, Seller shall grantsell, convey, sellassign, transfer, convey and deliver and assign to Buyer, and Buyer shall purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded AssetsPurchaser, free and clear of all EncumbrancesLiabilities (other than Assumed Liabilities) and Liens, except Permitted Encumbrances and Blanket Liens (which Blanket Liens Purchaser shall be released by Seller in accordance with Section 6.16): (a) The real propertypurchase, improvements acquire and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobilesaccept from Seller, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All Seller’s right, title and interest in and to the dedicated telephone following (the “Purchased Assets”): (i) tangible assets, including, without limitation, fixed assets, furniture, fixtures, machines, equipment, inventories and fax numberscomputer hardware (“Personal Property”), post office boxes and telephone listings of Seller listed as specifically set forth on Schedule 1.1(j2.1(a). To , and (ii) intellectual property, including trademarks, trade names including the extent any Registered Rolling Stock is owned other than Service Marks, industrial designs, copyrights, licenses (relating to rights to use intellectual property and software programs) and inventions used directly in the operation of the Specified Business, as specifically set forth on attached Schedule 2.1(a) (the “Intellectual Property”); (b) certain software developed, in part, by Seller, as specifically set forth on attached Schedule 2.1(b) (the “Seller’s Developed Intellectual Property”), excluding any content that is part of any license or right granted under a license defined as the Intellectual Property, part of any license or other rights granted to Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by under a Purchased Contract, any intellectual property right considered property of the entities holding other party under a Purchased Contract or part of any open source software; (c) web sites and domains used, as specifically set forth on attached Schedule 2.1(c) (the “Domain Names”), including the related content; (d) all right, title thereto (collectivelyand interest in, and claims under, the Contracts of Seller, as specifically set forth on attached Schedule 2.1(d), to the extent that such contracts, agreements and commitments are assignable and transferable (the “Additional Vehicle SellerPurchased Contracts”).; (e) all Books and Records, other than the Retained Books and Records; (f) all Rights of Action, other than the Retained Rights of Action; (g) all credits, deferred charges, refunds and prepaid expenses and deposits relating to the Specified Business or the Purchased Assets; (h) all goodwill associated with the operation of the assets identified in clauses (a) through (g) set forth above; (i) all Accounts Receivable of Seller directly related to the Specified Business; and (j) any other non-cash assets of Seller related to the Specified Business other than the Excluded Assets, including but not limited to the capital stock and all assets of Expeditious Group, Inc.

Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at as of the ClosingClosing (as defined in Section 3.1 hereof), Seller and its Affiliates shall grantsell, convey, sell, transfer, and deliver and assign to Buyer, pursuant to a General Assignment, Conveyance and Buyer shall purchase from Seller, all Bill of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located Sale substantially in the Market form attached hereto as Exhibit B (collectively, the “Assets”"Bill of Sale"), but excluding the Excluded Assets, free and clear of all liens and encumbrances except for Permitted Exceptions and Permitted Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens Buyer shall be released by Seller in accordance with Section 6.16): (a) The real propertypurchase, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture Seller’s and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All rightAffiliates’ rights, title and interest in and to the dedicated telephone and fax numbersassets, post office boxes and telephone listings other than the Owned Real Property, directly or indirectly related to, necessary for, or used in connection with, the operation of Seller the Hospital, other than the Excluded Assets (as defined in Section 1.2) (the “Assets”), which shall include, without limitation, the following: (a) the leases listed on Schedule 1.1(j). To 1.1(a) hereto (the extent any Registered Rolling Stock is owned other than by “Assumed Leases”) and Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing ’s and its Affiliates’ interest in the real property conveyed by the entities holding title thereto Assumed Leases (collectively, the “Additional Vehicle SellerLeased Property”), together with all of Seller’s and Seller’s Affiliates’ records related thereto; (b) all tangible personal property, including, without limitation, all equipment, vehicles, and furniture and furnishings located at the Hospital or used directly in connection with the operation of the Hospital, including, without limitation, the property described on Schedule 1.1(b) hereto; (c) all supplies and inventory owned by Seller and its Affiliates and used or useful in connection with the operation of the Hospital, including pharmaceuticals and other consumables (collectively the “Inventory”); (d) assumable deposits, prepaid expenses, and claims for refunds (excluding prepaid expenses and claims for refunds relating to Section 1.2(g)); (e) all accounts receivable (other than receivables from governmental third- party payors that by Law (as defined in Section 4.12(b) may not be assigned) arising from the rendering of services to patients at the Hospital, billed and unbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and existing in respect of services rendered up to the Closing Date (as defined in Section 3.1 hereof); (f) all rights to receive the proceeds attributable to Seller’s performance of healthcare items and services to Medicare, Medicaid and third-party payor beneficiaries or any other governmental payor, regardless of whether billed and unbilled, recorded or unrecorded, accrued and existing in respect of services rendered up to the Closing Date, which by Law may not be assigned to Buyer (excluding settlement accounts relating to Section 1.2(c)); (g) all claims, causes of action, and judgments in favor of Seller relating to the condition of the Assets and, to the extent assignable by Seller, all warranties (express or implied) and rights and claims assertable by Seller related to the Assets (excluding claims, causes of action, and judgments relating to Section 1.2(m)); (h) all financial, patient, medical staff, and personnel records relating to the Hospital (including, without limitation, all accounts receivable records, equipment records, medical administrative libraries, medical records, patient billing records, documents, catalogs, books, records, files, operating manuals, and current personnel records); (i) all rights and interests of Seller and its Affiliates in all of the contracts, commitments, and agreements used directly in connection with the operation of the Hospital, but excluding any contracts, commitments, and agreements listed on Schedule 1.2(n)(the “Contracts”); (j) all licenses and permits, to the extent assignable, held by Seller relating to the ownership, development, and operation of the Hospital (including, without limitation, any pending or approved governmental approvals); (k) all software, software licenses, websites and copyrighted materials used in connection with the operation of the Hospital; (l) all names, trade names, trademarks, service marks (or variations thereof), telephone numbers, facsimile numbers, email addresses and domain names associated with the Hospital, all goodwill associated therewith, and all applications and registrations associated therewith, excluding the name “Bay Medical Center”; (m) all goodwill associated with the Hospital and the Assets; (n) the electronic funds transfer account of the Hospital (the “EFT Account”) and all information necessary to access the EFT Account; (o) all other property, other than the Excluded Assets, of every kind, character, or description owned by Seller or its Affiliates and used or held for use in the business of the Hospital or in connection with the Assets, whether or not reflected on the Financial Statements, wherever located and whether or not similar to the items specifically set forth above, and all other businesses and ventures owned by Seller in connection with the operations of the Hospital or the Assets; and (p) the interest of Seller in all property of the foregoing types, arising or acquired in the ordinary course of the business of Seller in respect of the Hospital between the date hereof and the Closing.

Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at as of the ClosingClosing (as defined in Section 2.1 hereof), Seller shall grantagrees to cause the Seller Entities to sell, convey, sell, transfer, transfer and deliver and assign to the Buyer Entities designated by Buyer, and Buyer shall purchase from Selleragrees to cause the Buyer Entities to purchase, all of the rightassets owned or used by the Seller Entities in connection with the operation of the Facilities, title and interest that Seller possesses and has other than the right to transfer in and to Excluded Assets (hereinafter defined), which included assets shall include, without limitation, the following assets located in (the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16"ASSETS"): (a) The fee simple and/or leasehold title to all real propertyproperty described and designated as such on Schedule 1.1 (a) hereto, improvements together with all improvements, any construction in progress, any other buildings and fixtures owned by Seller which are listed on Schedule 1.1(a) thereon, and all rights, privileges, hereditaments and easements appurtenant thereto, including without limitation, all sewer and water discharge capacity, if any, allocated or reserved thereto and all development rights with respect thereto (such owned assets of Seller are referred to collectively as collectively, the “Owned Real Property” or the “Real Property”"REAL PROPERTY"); (b) The following all tangible personal property owned or leased by the Seller as Entities and used in connection with the operation of the Closing: (i) Facilities, including, without limitation, all major, minor or other equipment, vehicles, furniture and furnishings, the automobiles, trucks, fork lifts, construction vehicles current list and other motor vehicles listed general location of which are set forth on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”1.1(b) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv)hereto; (c) Subject to Section 1.7, the following Contracts: (i) All Contracts all supplies and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with inventory used in respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts)Facilities; (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d)assumable deposits, (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable prepaid expenses and accounts receivable of Seller related to any National Accountsclaims for refunds; (e) All all accounts receivable (other than receivables from governmental third-party payors which by law may not be assigned) arising from the rendering of services to patients at the (i) operating recordsFacilities, customer recordsbilled and unbilled, maintenance filesrecorded or unrecorded, engineering studieswith collection agencies or otherwise, plans accrued and specifications existing in respect of Seller services prior to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation mattersClosing; (f) The computer hardware the right to receive an amount equal to the value of all patient receivables collected related to Medicare, Medicaid and software other third-party patient claims of the Seller that is listed Entities due from governmental third-party payors arising from the rendering of services to patients at the Facilities, billed and described on Schedule 1.1(funbilled, recorded or unrecorded, with collection agencies or otherwise, accrued and existing in respect of services prior to the Closing which by law may not be assigned (excluding settlement accounts relating to Sections 1.2(c) and 1.4(e)), less any applicable overpayments, refunds, offsets, credit balances or other proper adjustments (the "GOVERNMENT PATIENT RECEIVABLES AMOUNT"); (g) All all claims, causes of action, and judgments in favor of the IP Rights listed on Schedule 1.1(g)Seller Entities relating to the Assets and, to the extent assignable by the Seller Entities, all warranties (express or implied) and rights and claims assertable by (but not against) the Seller Entities related to the Assets; (h) All Permits related all financial, patient, medical staff records and personnel records (as required for accreditation purposes) relating to the ownershipFacilities (including, operationwithout limitation, management or use of the Assets in the Market that are owned byall equipment records, issued tomedical administrative libraries, or held by or otherwise benefiting Seller medical records, documents, catalogs, books, records, files, operating manuals and transferable by their respective terms to Buyercurrent personnel records); (i) The creditsall rights and interests of the Seller Entities in the contracts, deferred chargescommitments, prepaid expenses, deposits leases and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and agreements listed and described on Schedule 1.1(i) hereto and all Immaterial Contracts (hereinafter defined) (collectively, the “Prepaid "CONTRACTS"); (j) all licenses, certificates of need, franchises, accreditations, registrations, and other permits, to the extent assignable, held by the Seller Entities relating to the Facilities (including, without limitation, any pending or approved governmental approvals); (k) except for the Excluded Marks (hereinafter defined), all names, trade names, trademarks and service marks (or variations thereof) associated with the Facilities, all goodwill associated therewith, and all applications and registrations associated therewith; (l) all assets reflected on the Financial Statements (as defined in Section 3.4), and any additions thereto up through Closing less deletions therefrom of assets sold or consumed in the ordinary course of business; (m) all goodwill associated with the Facilities and the Assets”); (n) to the extent assignable, all provider contracts (and numbers) between the Facilities and Medicare, Medicaid, CHAMPUS/TRICARE or other third party payors; (o) all insurance proceeds arising in connection with property damage to the Assets occurring prior to the Closing Date, to the extent not expended on the repair or restoration of the Assets; (p) all computers, data processing equipment and software, to the extent transferable, held or used directly in the business or operation of the Facilities; (q) the assets owned by Affiliates of Seller which are used directly in connection with the operation of the Facilities; (r) all other property, other than the Excluded Assets, of every kind, character or description owned by Seller or its Affiliates and used or held for use directly in the business of the Facilities or the Assets, whether or not reflected on the Financial Statements, wherever located and whether or not similar to the items specifically set forth above, and all other businesses and ventures owned by the Seller Entities in connection with the operations of the Facilities or the Assets; and (js) All rightthe interest of the Seller Entities in all property of the foregoing types, arising or acquired in the ordinary course of the business of the Seller Entities in respect of the Facilities between the date hereof and the Closing Date. The Seller Entities shall convey good and marketable, or transferable, title and interest in and to the dedicated telephone Assets and fax numbersall parts thereof to Buyer free and clear of all claims, post office boxes assessments, security interests, liens, restrictions and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned encumbrances, other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto Permitted Encumbrances (collectively, hereinafter defined) and the “Additional Vehicle Seller”Assumed Liabilities (hereinafter defined).

Assets. On Subject to the terms and conditions hereof and subject to the conditions representations and warranties made herein, on the dates hereinafter set forth in this Agreement, at the Closingforth, Seller shall grantvalidly sell, convey, sellassign, transfer, grant, deliver and assign convey to Buyer, and Buyer shall purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All Seller's entire right, title and interest in and to the dedicated telephone following assets, free and fax numbersclear of any mortgages, post office boxes liens, pledges, charges, claims, leases, restrictions or encumbrances of any kind whatsoever: (a) the Restated Agreement and telephone listings the AET Intellectual Property; (b) any and all files, records, reports, maps and other information related to the Restated Agreement, or otherwise related to projects to treat high nitrogen natural gas or to invest in high nitrogen natural gas properties; provided, however, that all such items regarding the two (2) NRU Projects of Seller listed referenced in Section 9.5 shall not be included and considered Other Assets except as provided in Section 9.5; and (c) any and all goodwill relating to the foregoing; wherever located and whether or not reflected on Schedule 1.1(jSeller's balance sheet (hereinafter collectively called the "Assets"). To the extent any Registered Rolling Stock is owned The Assets to be transferred by Seller hereunder shall include only those described or referred to in Section 1.1 and no other than by Seller, assets or properties of Seller shall cause such Registered Rolling Stock be transferred hereunder. The parties agree that: (i) Seller's entire right, title and interest in and to the Other Assets shall be sold sold, transferred and assigned to Buyer at effective as of the Closing by Date; and (ii) Seller's entire right, title and interest in and to the entities holding title thereto (collectivelyAgreement/IP Assets shall be sold, transferred and assigned to Buyer effective as of the “Additional Vehicle Seller”)Transfer Date.

Assets. On Upon the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell, assign, convey, transfer, and deliver to Purchaser at the Closing (as defined, in Section 2.1 hereof), and Purchaser shall purchase at the Closing, Seller shall grant, convey, sell, transfer, deliver and assign to Buyer, and Buyer shall purchase from Seller, all of the Seller's right, title title, and interest that Seller possesses and has the right to transfer in and to the following tangible and intangible assets located (except as expressly provided in Section 1.2 hereof) owned by, licensed to, or leased to Seller on the Market Closing Date (as defined in Section 2.1 hereof) and used in connection with the operation of the Stations (collectively, the “"Assets”"), including but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16):not limited to: (a) The real propertyFCC Licenses and all other licenses, improvements permits or authorizations, if any, issued by the Federal Aviation Administration (the "FAA"), any other regulatory agency, or any Federal, state or local governmental authority to Seller in connection with the ownership and fixtures owned by Seller which are listed on operation of the Stations, as set forth in Schedule 1.1(a) hereto (such owned assets of Seller are referred to collectively as collectively, and including the “Owned Real Property” or FCC Licenses, the “Real Property”"Authorizations"); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All Seller's right, title and interest in and to the dedicated telephone Stations' transmitters, antenna towers, antenna systems, fixtures, equipment, machinery, tools, inventories of supplies, film, video tapes, including recorded commercials and fax numbersprogramming, post blank video stock, spare parts, automobiles and other vehicles, furniture, office boxes equipment, and telephone listings other tangible assets or personal property, which are owned or leased by Seller and used in or relating to the operation of Seller listed on the Stations, the material items of which are set forth in Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto 1.1(b) hereto (collectively, the “Additional Vehicle "Tangible Personal Property"), plus such additions thereto and minus such deletions therefrom as are permitted by the provisions of this Agreement; (c) All right, title, and interest of Seller in and to the Assumed Contracts listed on Schedule 1.1(c) hereto including all film and program contracts, and other leases, contracts, agreements, and commitments entered into in the ordinary course of business of the Stations, and any renewals or extensions thereof, to which Seller is a party or which are binding upon Seller”, the Assets, or the Stations, and (i) which are in effect on the date hereof and are listed and described in Schedule 1.1(c) hereto, or (ii) which are entered into by Seller in accordance with the provisions of this Agreement between the date hereof and the Closing Date, and are agreed to be assumed by Purchaser (collectively, the "Assumed Contracts").. For purposes of this Agreement, the term "Material Contracts" shall refer to those Assumed Contracts designated as "Material Contracts" in Schedule 1.1(c) hereto;

Assets. On the terms and subject Subject to the conditions set forth in this Agreement, Buyer shall purchase and acquire, and Seller shall sell, convey, assign, deliver and transfer to Buyer at the Closing, Seller shall grantfree and clear of any and all liens, conveypledges, sellmortgages, transfersecurity interests, deliver and assign to Buyer, and Buyer shall purchase from Sellerclaims or encumbrances of any kind, all of the Seller's right, title and interest that Seller possesses and has the right to transfer in and to all of the following assets located in of the Market Business (collectively, the “"Assets”"), but excluding the Excluded Assetsincluding, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16):without limitation: (a) The real propertyfully erected billboard structures in the State of Wisconsin, improvements and fixtures owned constituting all billboard structures used by Seller in operation of the Business, which are listed hereby identified by Seller on Schedule 1.1(a2.1(a) attached hereto (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”"Billboard Structures");. (b) The following tangible personal property owned All permits, licenses and other governmental authorizations of every kind issued to Seller or leased held by Seller relative to the operation of the Billboard Structures and the Business, which are hereby identified by Seller on Schedule 2.1(b) attached hereto (the "Permits"). (c) All replacement parts and components (including, without limitation, unused "Vinyls") relating to the Business and all LED and other digital screens attached or connected to Billboard Structures, whether in the possession of Seller, in transit, in storage or in the possession of any third parties, and all warranties, licenses, releases and agreements, if any, express or implied, existing for the benefit of Seller in connection therewith as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts);. (d) All accounts receivable rights of Seller arising from under all contracts, leases, and other agreements related to the Collection Accounts which will be listed Business or the Billboard Structures, including those set forth on Schedule 1.1(d2.1(d) attached hereto (the "Contracts"), all of the Contracts that represent site leases owned by Seller or its affiliates, related parties or family members (collectively, the “Accounts Receivable”"Site Leases"), which schedule will be delivered by Seller to Buyer within 5 Business Days following and all advertising Contracts of the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National AccountsBusiness; (e) All of accounts receivable related to the Business. (if) operating records, customer records, maintenance files, engineering studies, plans and specifications All rights of Seller to the extent intangible property used in the Business (the "Purchased Business Intellectual Property"), including without limitation, all software related to any Assets LED and other digital screens attached to Billboard Structures and all other proprietary software used in the Market Business, all trademarks and trade names, logos, trademark and trade name registrations associated with the Business, all domain names and access to and control of all social media accounts, servicemark and servicemark registrations, all copyrights, copyright registrations, and the applications therefor, and the goodwill appurtenant to the Business.. (g) All customer lists, vendor lists, purchase history, data bases, catalogues, brochures, art work, sales literature, promotional material and other selling material used in whatever format they existthe Business, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g);. (h) All Permits of the following related to the ownershipBusiness: all technical information, operationtrade secrets, management "know how" or use other confidential information; and all other information, including but not limited to the following papers and records which are in Seller's care, custody or control or otherwise available to it: all blueprints, building specifications and "as built" plans; all construction plans, all environmental analyses, studies, monitoring and test records, and reports; all plats and surveys of real property; and all plans and designs of buildings, structures, fixtures and equipment. All other business files will be retained by Seller. Seller has made or will make available to Buyer such business records as are reasonably required for the orderly continuation of the Assets in Business after the Market that are owned by, issued to, or held Closing as requested by or otherwise benefiting Seller and transferable by their respective terms Buyer from time to Buyer;time. (i) The creditsAll vehicles used in the Business, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described as set forth on Schedule 1.1(i) (collectively, the “Prepaid Assets”2.1(i); and (j) All right, title and interest in and to of the dedicated telephone and fax numbers, post office boxes and telephone listings of easements owned by Seller listed as set forth on Schedule 1.1(j). To 2.1(j) (the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”"Easements"). (k) All pre-paid expenses, dues, memberships, or other assets. (l) All machinery, supplies, vehicles, and other assets used in the Business' design, manufacture, and install of commercial signs. (m) All directional signs.

Assets. On the terms Upon and subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall grantSellers will sell, convey, sellassign, transfer, transfer and deliver and assign to Buyer, and Buyer shall will purchase from SellerSellers, all of the right, title title, benefit and interest that Seller possesses and has the right to transfer of Sellers in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible Sellers' assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on Business (the Closing Date"Assets"), including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating but not limited to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All Sellers' right, title and interest in and to: (a) the real property leased to Sellers and listed in Schedule 2.1(a); (b) all other tangible assets of Sellers, whether owned, leased or rented, including, without limitation, all equipment, furniture, fixtures, computer hardware and equipment, furnishings and vehicles, all as more specifically set out in Schedule 2.1(b); (c) all inventories of Sellers, all as more specifically set out in Schedule 2.1(c); (d) all accounts receivable (whether or not billed as of the Closing Date), refunds, notes, evidences of indebtedness, credits, claims, debts and obligations of any kind due and owing to Sellers as of the Closing Date relating to the dedicated Business, save and except any tax refunds owing to Sellers in respect of the Business in respect of any reporting period of Sellers ending on or before the Closing Date; (e) those Contracts listed in Schedule 2.1(e); (f) all customer and vendor lists of Sellers, all files and documents required in connection with the ongoing administration and operation of the Business including, without limitation, customer information, current and historical referral lists, credit information on customers and vendors, and certain other business and financial records, files, accounts, books and documents relating to the Business; (g) the sole and exclusive use of all Permits owned, held, used, or otherwise possessed relating to the Business; (h) the exclusive use of the telephone numbers of Sellers, as applicable, and fax numbersall intangible personal property rights and goodwill of Sellers relating exclusively to the Business, post office boxes including, without limitation, the right to use the name "Bulldog", and telephone listings all trade names and applications therefor; (i) all prepayments and prepaid expenses made for the benefit of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is Business; (j) all sales, advertising, promotion and selling literature and materials; (k) all Intellectual Property; and (l) all other assets, rights, rights of set-off, properties and interests used in the Business which are owned or held by Sellers, other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)Excluded Assets.

Assets. On the terms and subject to the conditions set forth in this AgreementAgreement (including Section 1.7), at the Closing, Seller Sellers shall (and shall cause any Additional Vehicle Sellers to) grant, convey, sell, transfer, deliver and assign to BuyerBuyers, and Buyer Buyers shall purchase from SellerSellers, all of the right, title and interest that Seller possesses Sellers possess and has have the right to transfer in and to the following assets located in assets, as the Market same shall exist on the Closing Date as contemplated by the final paragraph of this Section 1.1 (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller Sellers in accordance with Section 6.166.18): (a) The real property, improvements and fixtures owned by Seller Sellers, and Sellers’ leasehold interests in certain real property and improvements, in each case which are listed on Schedule 1.1(a) (such owned and leased assets of Seller Sellers are referred to collectively as the “Owned Real Property” or and the “Leased Real Property,” respectively, and collectively as the “Real Property”); (b) The following tangible personal property owned or leased by Seller Sellers as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account or Peachland/Angleton Account and listed on Schedule 1.1(b)(ii)) ; (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); and (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) , all inventory of supplies, fuel, parts, shop tools, nuts, bolts, tires and maintenance accessories (collectively, the (“Inventory”); ) and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, the accounts to service such customer accounts customers at the locations on such routes are collectively referred to herein as the “Collection Accounts”, ,” and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on within 30 days of the date hereof to identify such Collection Accounts by customer number and zip code and to set sets forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one 5 Business Days prior to the Closing Date to identify the Collection Accounts with respect to the Collection Contracts as of such date by customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge; and (1C) will be updated within 5 Business Day Days following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on as of the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) All Contracts and other rights to provide collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(ii) serviced by the Sellers’ Peachland Hauling and Angleton Hauling divisions (the accounts to service such customers at the locations on such routes are collectively referred to herein as the “Peachland/Angleton Accounts,” and the Contracts or other rights to service the Peachland/Angleton Accounts are collectively referred to herein as the “Peachland/Angleton Contracts”); Schedule 1.1(c)(ii): (A) identifies such Peachland/Angleton Accounts by customer number and zip code and sets forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) separately identifies such accounts by type as “Residential,” “Commercial” or “Roll-Off”; and (C) will be updated within 5 Business Days prior to the Closing Date to identify the Peachland/Angleton Accounts as of such date by customer name, address, number, zip code, service requirements, container size and standard monthly charge; and (D) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Peachland/Angleton Accounts transferred to Buyers as of the Closing Date, including customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge; (iii) All Contracts and other rights to provide disposal services to the active customers identified on Schedule 1.1(c)(iii) at the disposal facilities included within the Assets (the accounts to service such customers at such disposal facilities are collectively referred to herein as the “Disposal Accounts,” and the Contracts or other rights to service the Disposal Accounts are collectively referred to herein as the “Disposal Contracts”); Schedule 1.1(c)(iii): (A) identifies such Disposal Accounts by customer number, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the date hereof; (B) will be updated within 5 Business Days prior to the Closing Date to identify the Disposal Accounts with respect to the Disposal Contracts as of such date by customer name, billing address, number, zip code, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the Closing Date; and (C) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Disposal Accounts transferred as of the Closing Date, including customer name, billing address, number, zip code, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the Closing Date; (iv) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii1.1(c)(iv) (collectively, the “Government Contracts”); (iiiv) The landfill management and operating agreements (collectively, the “Landfill Operating Contracts”) and the transfer station loading, operating and transportation agreements (collectively, the “Transfer Station Operating and Transportation Contracts”) listed on Schedule 1.1(c)(v); (vi) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii1.1(c)(vi) (collectively, the “Rolling Stock Leases”); (ivvii) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv1.1(c)(vii) (collectively, the “Equipment Leases”); (vviii) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v1.1(c)(viii) (collectively, the “Office Equipment Leases”); (viix) The real property-related leases, occupancy agreements, licenses or similar agreements, and any amendments thereto, listed on Schedule 1.1(c)(ix) (collectively, the “Real Estate Leases”); (x) The employment agreements listed on Schedule 1.1(c)(vi1.1(c)(x) (collectively, the “Employment Contracts”);; and (viixi) The oil and gas leases, the gas purchase agreements and the royalty, service, leachate and other agreements relating to the Assets listed on Schedule 1.1(c)(vii); and 1.1(c)(xi) (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii1.1(c)(i)-(x), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts);. (d) All accounts receivable of Seller Sellers arising from the Collection Accounts, the Peachland/Angleton Accounts and the Disposal Accounts which will be listed on Schedule 1.1(d), ) (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller Sellers to Buyer Buyers within 5 Business Days following the Closing Date; , provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller Sellers related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller Sellers to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of any Seller or any Affiliate of any Seller hired by Buyer Buyers in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller Sellers or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller Sellers may retain a copy copies of (A) all Employee Records and (B) all other records and files Records transferred to Buyer Buyers pursuant to this Agreement, including those Section 1.1(e) needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller Sellers that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller Sellers principally related to the Assets and listed and described on Schedule 1.1(i) 1.1(h), which schedule will be attached by Sellers hereto at Closing (collectively, the “Prepaid Assets”); and; (i) All goodwill relating to the Assets; (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller Sellers listed on Schedule 1.1(j); and (k) All Permits related to the ownership, operation, management or use of the Assets that are owned by, issued to, or held by or otherwise benefiting any Seller and transferable by their respective terms to any Buyer. To Notwithstanding anything in this Agreement to the contrary, and subject to Article V and Section 6.9, Buyers agree that Sellers may acquire or dispose of (or, in the case of Collection Accounts, experience additions to or attrition of) Assets in the ordinary course of business between the date hereof and the Closing Date and that such acquisitions or dispositions (or, in the case of Collection Accounts, additions or attritions) shall not in any manner modify or limit Buyers’ obligations hereunder to purchase the Assets; provided, however, that such acquisitions, dispositions, additions or attritions shall not, individually or in the aggregate, have a Sellers’ Material Adverse Effect. Each of the Schedules provided for in this Section 1.1 shall specify the applicable Seller and Buyer for each Asset, provided that, to the extent any Registered Rolling Stock is owned other than by Selleras set forth on Schedule 1.1(b)(i), Seller shall Sellers may at their option cause such Registered Rolling Stock to be sold to Buyer the applicable Buyers at Closing by the entities holding title thereto (collectively, the “Additional Vehicle SellerSellers”)) and the specification of a different Seller thereof on Schedule 1.1(b)(i) shall not be deemed to violate any representation, warranty or covenant in this Agreement.

Assets. On At the terms and subject to the conditions set forth in this AgreementClosing (as hereinafter defined), at the Closing, Seller Sellers shall grantsell, convey, sell, transfer, assign and deliver and assign to Buyer, and Buyer shall purchase and acquire from SellerSellers, upon and subject to the terms and conditions of this Agreement, all of the right, title and interest that Seller possesses and has the right to transfer of Sellers in and to the following assets located following, which, taken together and in the Market (collectivelyaggregate, are hereinafter referred to as the “"Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16):": (a) The real propertyAll of Sellers' fixed assets (the "Fixed Assets"), improvements including without limitation, machinery, equipment, tools, tooling, software, computer hardware, storage media, electronic devices, designs, drawings, schematics, blueprints, patterns, furniture, fixtures, leasehold improvements, vehicles, accessories, and fixtures owned by Seller which are other personal property listed on Schedule 1.1(a) hereto, together with any replacements of or additions to these items made in the ordinary course of business before the Closing Date (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”hereinafter defined);. (b) The following tangible personal property owned or leased by Seller as All of Sellers' accounts receivable on the Closing Date (the "Accounts Receivable"), including without limitation, all of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles Accounts Receivable listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”1.1(b) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored hereto which remain uncollected on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv);Closing Date. (c) Subject to Section 1.7, All of Sellers' inventories of goods held by Sellers on the following Contracts: Closing Date (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectivelyas raw materials, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectivelyas work in process, the “Government Contracts”); (iii) The leases relating to for use or consumption in the Rolling Stock listed on Schedule 1.1(c)(iii) (collectivelyproduction of finished goods, the “Rolling Stock Leases”); and (iv) The leases relating to as finished goods (the machinery"Inventory"), heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectivelyincluding without limitation, the “Equipment”) inventories listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts);hereto. (d) All accounts receivable of Seller arising from Sellers' prepaid expenses such as security deposits, utilities, rent and the Collection Accounts which will be like (the "Prepaid Expenses"), including without limitation, the prepaid expenses listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts;) hereto. (e) All of Sellers' cash, investment in stocks, bonds and other marketable securities, except for those held by one of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets Sellers in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters;another Selling entity. (f) The computer hardware All of Sellers' sales literature, files, records and software of Seller that is listed and described on Schedule 1.1(f);customer lists. (g) All of Sellers' technology and intellectual property (the IP Rights listed "Intellectual Property")listed on Schedule 1.1(g);; information relating to processes and know how used or held for use in the Business; the names and assumed business names of the Sellers and all registrations of, goodwill associated with and rights to manufacture, sell, market and dispose of products relating to the foregoing. (h) All Permits related Those real estate leases, equipment leases, purchase contracts, sales contracts, pending catalog orders and other agreements of any nature whatsoever to the ownership, operation, management which any Seller is a party or use under which any Seller has or shall have any rights or by which any Seller or any of the Assets in are bound (the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets"Contracts"), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller which are listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”).1.1

Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, the Seller shall grantand, conveyif owned or held by its Affiliates, shall cause its Affiliates to, irrevocably sell, assign, transfer, convey and deliver and assign to BuyerBuyer or its Affiliates (as directed by Buyer in writing), and Buyer shall purchase from Sellerand, if and to the extent directed by Buyer, shall cause its Affiliates to, purchase, acquire, assume and accept, free and clear of any and all Liens, all of the right, title and interest that of Seller possesses and has the right to transfer its Affiliates in and to the following assets located in related to the Market Cholic Acid Product (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Assigned Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”)Cholic Acid Product Data Assets; (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”)Cholic Acid Product IP; (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv)Cholic Acid Product Regulatory Assets; (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v)extent assignable, all claims, judgments, cases in action or rights related to the Cholic Acid Product, including, for past, present or future infringement of the Cholic Acid Product IP; (vi) The employment agreements listed on Schedule 1.1(c)(vicopies of other books, records (including computer records), correspondence (including email communications) (collectively, of the “Employment Contracts”)Seller relating to the Cholic Acid Product and/or the Assets; (vii) The agreements relating to the Assets listed extent assignable, all representations, warranties, guarantees, indemnities, undertakings, covenants not to compete and covenants not to ▇▇▇ benefitting the Assets, certificates, covenants, agreements and all security therefor received by the Seller on Schedule 1.1(c)(vii)the purchase, license or other acquisition of any part of the Assets; and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent granted, if and when granted (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(viiif at all), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contraryAsklepion, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”)Voucher; and (jix) All right, title and interest in and all claims or rights related to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than […***…] Matter to be assigned by Seller’s wholly-owned subsidiary, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectivelyASK Pharmaceuticals GmbH ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, the “Additional Vehicle Seller”)▇-▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇.

Assets. On the terms basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the ClosingClosing (as defined in Section 2.1), Seller shall grant, convey, the Sellers will sell, transfer, convey, assign and deliver and assign to Buyerthe Buyers, and Buyer shall the Buyers will purchase or acquire from Sellerthe Sellers, all of the right, title and interest that Seller possesses and has of the right to transfer Sellers in and to the following assets located assets, properties and other rights (excluding the Excluded Assets (as defined in Section 1.2)) owned or leased by, licensed or used by, the Sellers in the Market operation of the Business (collectively, the “Assets”), but excluding ) consisting of the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16):following: (a) The real propertyall accounts, improvements notes and fixtures owned by Seller which are other receivables directly and indirectly relating to the Business and listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as all of the Closing: Sellers’ rights arising under the Contracts (ias defined in Section 9.1) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv1.1(b); (c) Subject to Section 1.7all of the Sellers’ ownership or leasehold rights, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”case may be, in the Equipment (as defined in Section 9.1) and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (assets in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not case set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable Except as provided in Section 1.2, all of Seller arising from the Collection Accounts which will be listed Sellers’ rights in and to the Purchased Intellectual Property (as defined in Section 9.1), including, without limitation, trade names and service names, assumed names, marks, copyrights, patents, and all applications and registrations with respect to any of the foregoing, and all rights thereto received pursuant to the assignment of inventions agreements or employment contracts or under Applicable Laws with respect to the assignment of inventions (including rights to any inventions related to the Business that are conceived or reduced to practice up to the Closing Date), as set forth on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All all of the (i) operating records, customer records, maintenance files, engineering studies, plans Sellers’ marketing and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection distribution rights associated with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation mattersBusiness; (f) The computer hardware all of the Sellers’ written or electronic information relating to the Business (including, without limitation, documentation, databases, downloads, product descriptions, vulnerability alerts, interoperability testing, general technical data, partner extranets, customer lists, customer files and software other written accounts of Seller that is listed the Sellers), and described on Schedule 1.1(f)other reasonably and specifically requested information, in each case, to the extent transferable; (g) All all of the IP Rights listed on Schedule 1.1(gSellers’ permits, franchises and licenses incidental to or used in conducting the Business, to the extent such licenses are transferable under Applicable Law (as defined in Section 9.1); (h) All Permits related all of the Sellers’ goodwill and going concern value relating to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to BuyerBusiness; (i) The all of the Sellers’ deposits, credits, pre-paid expenses, deferred charges, advance payments, security deposits, rights to escrows and prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes items relating to the fixed assets Contracts, as set forth on Schedule 1.1(i); (j) all of the Sellers’ books, records, manuals, documents, correspondence, sales and credit reports, customer lists, literature, brochures, advertising material and the like incidental to or used in conducting the Business; (k) all of the Sellers’ rights to the Business as it is presently being conducted, including any Business product development activities and old versions of Business products in existence (provided that only the current version of the Secure Shell toolkit is included within in the Assets); (l) all of the Sellers’ claims, claims in action, causes of Seller principally related action and judgments to the Assets and listed and described extent incidental to the Business; (m) all rights granted to the Buyers under the License Agreement; (n) all of the Sellers’ inventories relating to the Business, as set forth on Schedule 1.1(i) (collectively, the “Prepaid Assets”1.1(n); and (jo) All right, title and interest rights to employ certain employees of the Sellers as described in and Section 3.1.18. Subject to the dedicated telephone terms and fax numbersconditions hereof, post office boxes at the Closing, the Assets shall be transferred or otherwise conveyed to the Buyers free and telephone listings clear of Seller listed on Schedule 1.1(jall liabilities, obligations and Liens (as defined in Section 9.1) of any nature whatsoever excepting only Assumed Liabilities (as defined in Section 1.3). To The Parent, in its sole discretion, will determine the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock allocation of the Assets to be sold to Buyer at Closing purchased by each of the entities holding title thereto respective Buyers. The Purchase Price (collectively, as defined in Section 2.2) for the “Additional Vehicle Seller”)Assets shall be allocated among the Assets in accordance with Schedule 4.16.

Assets. On The assets (collectively, the "Assets"), which shall be conveyed at the direction of Agent, in Agent's sole discretion, to third parties or Agent's designee free and clear of all liens, claims and encumbrances for borrowed money indebtedness (except specifically assumed liabilities) in accordance with the terms and subject to conditions of this Agreement and the conditions set forth in this AgreementOrder, at the Closing, Seller shall grant, convey, sell, transfer, deliver and assign to Buyer, and Buyer shall purchase from Seller, consist of all of the Merchant's right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16):following,: (a) The real propertyinventory and Supplies located at any of the Stores and the Merchant's warehouse (the "Warehouse"), improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” well as in transit thereto or the “Real Property”)therefrom; (b) The following tangible personal Any real property owned or leased by Seller Merchant (the "Owned Properties"). Any amounts received by the Merchant as consideration for the disposition of any Owned Property disposed of after the date hereof and prior to the date of entry of the Closing: (i) Order shall not be included as Sale Proceeds, but shall be credited against and reduce the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv)Guaranteed Amount; (c) Subject to Section 1.7All prescription files and related papers (including, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectivelybut not limited to, such customer accounts are referred to herein as the “Collection Accounts”all PDX electronic transaction files, hard copy prescription records and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer pharmacy phone number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contractsrights); (d) All accounts receivable of Seller arising from To the Collection Accounts which will be listed on Schedule 1.1(d)extent owned by Merchant, (collectivelyall furniture, the “Accounts Receivable”)store fixtures, which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable equipment and accounts receivable of Seller improvements related to any National Accountsthe Stores and the Warehouse; (e) All contracts that are to be assumed and assigned by the Merchant at the direction of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets Agent pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”)applicable law; provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters;and (f) The computer hardware the prescription files and software of Seller that is listed related papers (including, but not limited to, all PDX electronic transaction files, hard copy prescription records and described on Schedule 1.1(fthe pharmacy phone number rights); , inventory, pharmacy inventory, and furniture fixtures and equipment located in Merchant's Store located in Sarasota, Florida (g) All the "Sarasota Store"), plus the designation rights with respect to the assumption and assignment or rejection of the IP Rights listed on Schedule 1.1(g); lease covering the Sarasota Store (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”"Sarasota Lease").

Assets. On the terms and subject to the conditions set forth in this AgreementAgreement (including Section 1.7), at the Closing, Seller Sellers shall (and shall cause any Additional Vehicle Sellers to) grant, convey, sell, transfer, deliver and assign to BuyerBuyers, and Buyer Buyers shall purchase from SellerSellers, all of the right, title and interest that Seller possesses Sellers possess and has have the right to transfer in and to the following assets located in assets, as the Market same shall exist on the Closing Date as contemplated by the final paragraph of this Section 1.1 (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller Sellers in accordance with Section 6.166.18): (a) The real property, improvements and fixtures owned by Seller Sellers, and Sellers' leasehold interests in certain real property and improvements, in each case which are listed on Schedule 1.1(a) (such owned and leased assets of Seller Sellers are referred to collectively as the “Owned Real Property” or and the “Leased Real Property,” respectively, and collectively as the “Real Property”); (b) The following tangible personal property owned or leased by Seller Sellers as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account or Peachland/Angleton Account and listed on Schedule 1.1(b)(ii)) ; (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); and (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) , all inventory of supplies, fuel, parts, shop tools, nuts, bolts, tires and maintenance accessories (collectively, the (“Inventory”); ) and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, the accounts to service such customer accounts customers at the locations on such routes are collectively referred to herein as the “Collection Accounts”, ,” and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): ) (A) will be provided on within 30 days of the date hereof to identify such Collection Accounts by customer number and zip code and to set sets forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one 5 Business Days prior to the Closing Date to identify the Collection Accounts with respect to the Collection Contracts as of such date by customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge; and (1C) will be updated within 5 Business Day Days following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on as of the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) All Contracts and other rights to provide collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(ii) serviced by the Sellers' Peachland Hauling and Angleton Hauling divisions (the accounts to service such customers at the locations on such routes are collectively referred to herein as the “Peachland/Angleton Accounts,” and the Contracts or other rights to service the Peachland/Angleton Accounts are collectively referred to herein as the “Peachland/Angleton Contracts”); Schedule 1.1(c)(ii) (A) identifies such Peachland/Angleton Accounts by customer number and zip code and sets forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) separately identifies such accounts by type as “Residential,” “Commercial” or “Roll-Off”; and (C) will be updated within 5 Business Days prior to the Closing Date to identify the Peachland/Angleton Accounts as of such date by customer name, address, number, zip code, service requirements, container size and standard monthly charge; and (D) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Peachland/Angleton Accounts transferred to Buyers as of the Closing Date, including customer name, service address, billing address, number, zip code, service requirements, container size and standard monthly charge; (iii) All Contracts and other rights to provide disposal services to the active customers identified on Schedule 1.1(c)(iii) at the disposal facilities included within the Assets (the accounts to service such customers at such disposal facilities are collectively referred to herein as the “Disposal Accounts,” and the Contracts or other rights to service the Disposal Accounts are collectively referred to herein as the “Disposal Contracts”); Schedule 1.1(c)(iii) (A) identifies such Disposal Accounts by customer number, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the date hereof; (B) will be updated within 5 Business Days prior to the Closing Date to identify the Disposal Accounts with respect to the Disposal Contracts as of such date by customer name, billing address, number, zip code, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the Closing Date; and (C) will be updated within 5 Business Days following the Closing Date to identify all customer information relating to the final Disposal Accounts transferred as of the Closing Date, including customer name, billing address, number, zip code, disposal volume, rate, type of waste stream and revenue as of the most recent month ended prior to the Closing Date; (iv) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii1.1(c)(iv) (collectively, the “Government Contracts”); (iiiv) The landfill management and operating agreements (collectively, the “Landfill Operating Contracts”) and the transfer station loading, operating and transportation agreements (collectively, the “Transfer Station Operating and Transportation Contracts”) listed on Schedule 1.1(c)(v); (vi) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii1.1(c)(vi) (collectively, the “Rolling Stock Leases”); (ivvii) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv1.1(c)(vii) (collectively, the “Equipment Leases”); (vviii) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v1.1(c)(viii) (collectively, the “Office Equipment Leases”); (viix) The real property-related leases, occupancy agreements, licenses or similar agreements, and any amendments thereto, listed on Schedule 1.1(c)(ix) (collectively, the “Real Estate Leases”); (x) The employment agreements listed on Schedule 1.1(c)(vi1.1(c)(x) (collectively, the “Employment Contracts”);; and (viixi) The oil and gas leases, the gas purchase agreements and the royalty, service, leachate and other agreements relating to the Assets listed on Schedule 1.1(c)(vii); and 1.1(c)(xi) (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii1.1(c)(i)-(x), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts);. (d) All accounts receivable of Seller Sellers arising from the Collection Accounts, the Peachland/Angleton Accounts and the Disposal Accounts which will be listed on Schedule 1.1(d), ) (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller Sellers to Buyer Buyers within 5 Business Days following the Closing Date; , provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller Sellers related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller Sellers to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of any Seller or any Affiliate of any Seller hired by Buyer Buyers in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller Sellers or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller Sellers may retain a copy copies of (A) all Employee Records and (B) all other records and files Records transferred to Buyer Buyers pursuant to this Agreement, including those Section 1.1(e) needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller Sellers that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller Sellers principally related to the Assets and listed and described on Schedule 1.1(i) 1.1(h), which schedule will be attached by Sellers hereto at Closing (collectively, the “Prepaid Assets”); and; (i) All goodwill relating to the Assets; (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller Sellers listed on Schedule 1.1(j); and (k) All Permits related to the ownership, operation, management or use of the Assets that are owned by, issued to, or held by or otherwise benefiting any Seller and transferable by their respective terms to any Buyer. To Notwithstanding anything in this Agreement to the contrary, and subject to Article V and Section 6.9, Buyers agree that Sellers may acquire or dispose of (or, in the case of Collection Accounts, experience additions to or attrition of) Assets in the ordinary course of business between the date hereof and the Closing Date and that such acquisitions or dispositions (or, in the case of Collection Accounts, additions or attritions) shall not in any manner modify or limit Buyers’ obligations hereunder to purchase the Assets; provided, however, that such acquisitions, dispositions, additions or attritions shall not, individually or in the aggregate, have a Sellers’ Material Adverse Effect. Each of the Schedules provided for in this Section 1.1 shall specify the applicable Seller and Buyer for each Asset, provided that, to the extent any Registered Rolling Stock is owned other than by Selleras set forth on Schedule 1.1(b)(i), Seller shall Sellers may at their option cause such Registered Rolling Stock to be sold to Buyer the applicable Buyers at Closing by the entities holding title thereto (collectively, the “Additional Vehicle SellerSellers”)) and the specification of a different Seller thereof on Schedule 1.1(b)(i) shall not be deemed to violate any representation, warranty or covenant in this Agreement.

Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, except as expressly set forth in Section 1.2, Seller shall grant, convey, agrees to sell, transfer, assign and deliver and assign to Buyer, and Buyer shall purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrancessecurity interests, except claims, liabilities, mortgages, pledges, options, rights of first refusal, assessments, easements, conditional sale or other title retention agreement, defect in title, covenant or other third party rights or third-party restrictions of any kind and any other encumbrances and liens (“Liens”) other than the Permitted Encumbrances Liens, and Blanket Liens ▇▇▇▇▇ agrees to purchase, acquire and assume from Seller, all of Seller’s right, title and interest in and to, all of their assets and property, tangible and intangible, of every kind and description, wherever located (which Blanket Liens shall be released by Seller in accordance with Section 6.16):other than the Excluded Assets), including, but not limited to: (a) The real propertyAll equipment, improvements tools, fixtures, furniture, office equipment, IT Assets, phone systems, computer hardware, supplies, materials and fixtures other items of tangible personal property of every kind owned or leased by Seller which are listed (wherever located and whether or not carried on Schedule 1.1(a) Seller’s books), together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Tangible Personal Property”); (b) The following tangible personal property owned All rights Seller has or leased by Seller may have under (i) all Contracts listed on Schedule 1.1(b), (ii) all statements of work, work orders or other ancillary agreements with customers and clients related to the Contracts listed on Schedule 1.1(b), not yet delivered or performed, as applicable, as of the Closing: (i) the automobilesClosing Date, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number any other Contract used or held for use in or necessary for the conduct of additional containers the Business as currently conducted and compactors stored on as currently contemplated to be conducted, and which ▇▇▇▇▇ agrees in writing, in its sole discretion to assume in connection with this Agreement, but in all cases excluding the Real Property and listed on Schedule 1.1(b)(iii) Excluded Contracts (collectively, together with the containers and compactors listed on Schedule 1.1(b)(iiforegoing (i)-(iii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “InventoryAssumed Contracts”); and (viiv) and all rights, whether now existing or hereafter arising thereunder and the benefit of all prepaid fees and expenses and deposits paid by Seller pursuant thereto, together with all rights of Seller to assert claims or take rightful actions in respect to breaches, defaults or other tangible assets listed on Schedule 1.1(b)(iv)violations of any of the Assumed Contracts; (c) Subject to Section 1.7, the following Contracts: (i) All Contracts rights Seller has or may have with respect to revenue, commission, claims for refunds, right to reimbursement, commissions receivable, accounts receivable from, and notes or other evidences of Indebtedness or payment of any Person (as well as any applicable sales Taxes thereon), including any receivables for bonus payments or expense reimbursements due from clients, suppliers, distributors or manufacturers related to goods or services provided, invoiced or billed by the Business on or prior to the Closing Date (the “Receivables”), (ii) the full benefit of all security for such accounts or rights to payment and (iii) any claim, remedy or other right related to any of the foregoing; (d) All inventory, wherever located, including finished goods, packaging, supplies, raw materials, work in process, recycled materials, demo and evaluation inventory, finished products, inventoriable supplies, and non-capital spare parts owned by Seller and primarily related to or primarily used in the operation or conduct of the Business, and any rights of Seller to the warranties received from suppliers and any related claims, credits, rights of recovery and set-off with respect to such inventory and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) inventories of Seller (collectively, “Inventory”); (e) All deposits, including with respect to any Leased Real Property, personal property or free rental periods, pre-paid rent, and other prepaid assets and prepaid expenses of Seller, excluding any prepaid Taxes; (f) All rights regarding ownership, design, development, manufacture, marketing and commercial exploitation of any Seller Products and all Owned Intellectual Property, including that Intellectual Property identified on Section 2.11(a)(ii) of the Disclosure Schedule and any and all rights to the names “Reliefband” and any other names used by Seller in the sales and marketing materials or on any Seller Product, however labeled; (g) All insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing; (h) All claims of Seller against third parties relating to the Assets or any Assumed Liability, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent; (i) Excluding the Personnel Records, all technical drawings, blueprints, assembly drawings, design master records, design history files, engineering and manufacturing source files, including all engineering testing and risk assessment records, device history files and records, product specifications including engineering drawings, product labeling and inspection documentation, summary technical documents and technical files for prior or existing registrations, documentation and correspondence, verifications and validations, medical device reports, complaint files, quality system documentation including lot records and associated non-conformance records, rework and deviation records, service history files, corrective and preventive actions, internal audit reports, supplier lists, supplier management files, customer lists, supplier lists, and records, referral sources, research and development reports and records, production reports and records, purchase records, accounting records, service and warranty records, equipment logs, operating guides and manuals, creative materials, advertising materials, promotional materials, studies, reports, and correspondence, operator information, vendor information, marketing/buyer group information, sales or leasing representative information and sales or leasing contact management information data and records, data and records related to the clinical trials listed on Section 2.32(m) of the Disclosure Schedule, pricing lists, books, ledgers, correspondence, repair and maintenance records, operation manuals, and other similar documents and records of Seller utilized in the Business or the conduct thereof (collectively, “Records”); (j) All documents sent to or received from the FDA and any foreign regulatory body relating to the Seller Products, including, without limitation, submissions and amendments, clearances received, acknowledgment letters, audits and warning letters, file submissions to other countries, all correspondence related to any of the foregoing, and other similar documentation (“Regulatory Filings”); (k) all rights of Seller in and to any Permits of Seller, as applicable, and any pending applications therefore, including those set forth on Section 2.16 of the Disclosure Schedule, to the extent assignable (the “Assigned Permits”); (l) All funds held for the benefit or on behalf of any client or customer in whatever form; (m) To the extent assignable without the need to receive the consent of the applicable Business Employees, third parties and suppliers, all rights, claims and benefits of Seller in, to or under, any (i) (A) employee confidentiality agreements entered into by Seller and (B) confidentiality or secrecy agreements entered into by Seller with third parties that relate to the use or disclosure of information concerning the Assets or the Business, and (ii) express or implied warranties from the suppliers of goods or services (including any coverage rights under product liability or other insurance maintained by any of such suppliers for the benefit of Seller); (n) All of the intangible rights and property of Seller, including all Seller’s corporate names, goodwill, telephone numbers, and e-mail addresses of any employee, customer accounts or supplier (but excluding any personal telephone numbers and e-mail addresses of any employee, customer or supplier that are individuals), and listings, right, title and interest in supplier lists, customer and distributor lists, proprietary and marketing information, marketing techniques and plans and all rights to and applications of any of the foregoing; and (o) all other assets, properties and rights of Seller of every kind associated with the Business, whether tangible or intangible, and wherever situated, other than the Excluded Assets. All of the assets, property and rights of Seller to be transferred hereunder are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts Assets.” For purposes of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, purchased “Assets” means all the assets, properties and rights exclusively related to or exclusively used in the operation or conduct of the Business by Seller, whether tangible or intangible, real, personal or mixed, including those needed as set forth or described in paragraphs (a) through (o) above, whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to comply with any regulations, investigations, audits, in Seller’s books or inquiries or for ongoing matters relating to the financial statements (other than Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is assets or property owned by any Affiliate of Seller (other than Excluded Assets) are necessary to the continued conduct of the Business or have otherwise been assets of the Business historically, they shall be included within the defined term “Assets” if they would have been so included had they been owned by Seller, and Seller shall (and shall cause its Affiliates to) convey such Registered Rolling Stock to be sold assets and property to Buyer at the Closing by free and clear of all Liens (other than Permitted Liens) for no additional consideration. In confirmation of the entities holding title thereto foregoing sale, assignment and transfer, Seller shall execute and deliver to Buyer, at the Closing, a Bill of Sale in the form of Exhibit B (collectively, the “Additional Vehicle SellerBill of Sale”)) and such other instruments and assignments as may be reasonably requested by Buyer and necessary to convey to Buyer, or evidence in Buyer, good title to the Assets.

Assets. On the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing (as defined herein) the Sellers shall sell, Seller shall grant, convey, sellassign, transfer, convey and deliver and assign to Buyer, and Buyer shall purchase from Sellerthe Sellers, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All Sellers' right, title and interest in and to the dedicated telephone following assets, and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned none other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”"ASSETS"): 1.1.1 all rights in and to the trademarks, service marks, trade names, Internet domain names, service names, assumed names and other marks listed on SCHEDULE 1.1.1 attached hereto and all applications and registrations with respect to any of the foregoing and all associated goodwill symbolized thereby or connected therewith (the "MARKS"), including all rights under any agreements with respect to the foregoing including without limitation those agreements listed on SCHEDULE 1.3; 1.1.2 all machinery and equipment, including all drawings, schematics and blueprints related thereto, owned by Talon and located (i) on the premises of past and present customers of Buyer or Talon or (ii) on the premises of the Sellers or any of their respective affiliates or subsidiaries to the extent such equipment is similar to the equipment located on the premises of customers; PROVIDED, HOWEVER, that any "quick service" or "assembly" equipment located on the premises of the Sellers or any of their respective affiliates or subsidiaries shall not be included in the machinery and equipment being transferred to Buyer hereunder (the "EQUIPMENT") including all rights under any agreements with respect to the foregoing; 1.1.3 all rights in and to all patent applications and issued patents owned by Talon, including but not limited to those listed on SCHEDULE 1.1.3 (the "PATENTS") and all drawings, schematics and blueprints related thereto and all rights under any agreements with respect to the foregoing; 1.1.4 all inventories of Talon zippers and Talon zipper components owned by the Sellers except for inventories listed on SCHEDULE 1.1.4 (the "INVENTORY"), including, without limitation, Inventory placed on consignment by the Sellers with Buyer or otherwise in possession of Buyer; and 1.1.5 all rights of the Sellers obtained from any third party to manufacture, distribute and/or sell zippers and zipper components, including all rights under any agreements with respect to the foregoing.

Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall grantagrees to sell, convey, sell, transfer, transfer and deliver and assign to Buyer, Buyer and Buyer shall agrees to purchase from Selleras of Closing (as hereinafter defined) all assets, all real, personal and mixed, tangible and intangible owned or used by Seller and associated with or employed in the operation of the rightBusiness, title and interest that Seller possesses and has other than the right to transfer in and to Excluded Assets, which assets shall include the following assets located in the Market (collectively, the “Assets”)): (i) fee or leasehold title to the real property described in Schedule 4.14 hereto, but excluding the Excluded Assetstogether with all improvements, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements buildings and fixtures owned by Seller which are listed on Schedule 1.1(a) located thereon or therein (such owned assets of Seller are referred to collectively as the “Owned Real Property” or collectively, the “Real Property”); ; (bii) The following tangible personal property owned all major, minor or leased other equipment, furniture and furnishings, including those listed on Schedule 4.13 hereto (“Equipment Depreciation Schedule”); (iii) all supplies and inventory used in the normal course of business or required by regulation; (iv) all prepaid expenses to the extent useable by Buyer which are not refundable to Seller; (v) claims of Seller for refunds against third parties and Seller’s rights to offset amounts against claims made by third parties with respect to Assumed Liabilities, all as of the Closing: Closing Date (ias hereinafter defined); (vi) all current financial, patient, medical staff and personnel records (including, without limitation, all equipment records, medical/administrative libraries, medical records, documents, catalogs, books, records, files, operating manuals and current personnel records); (vii) all of the automobilesinterest of Seller in all commitments, truckscontracts, fork liftsleases, construction vehicles and other motor vehicles listed on agreements outstanding in respect of the Assets which are described in Schedule 1.1(b)(i), together with all attachments and accessions thereto 4.10 (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling StockContracts”); (iiviii) all licenses and permits to the number extent assignable, held by Seller relating to the ownership, development and operations of containers the Assets and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(iithe Business (including any pending or approved governmental approvals regarding the Business); (iiiix) that number all logos, names, trade names, trademarks and service marks (or variations thereof) associated with the Assets and the Business, all of additional containers and compactors stored on the Real Property and listed which are set forth on Schedule 1.1(b)(iii4.7; (“Intellectual Property”) (collectivelyx) subject to the terms and conditions imposed by lessors and licensers, together with all computer software, programs and similar systems owned by or licensed to Seller or used in the containers and compactors listed conduct of the Business, all of which are set forth on Schedule 1.1(b)(ii), the 4.28 hereto (“ContainersComputer Software”); (ivxi) Seller’s goodwill in the Business, including the fictitious names; (xii) all of telephone numbers associated with the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”)Business; (vxiii) all inventory certificates of supplies, fuel, parts, tires need and maintenance accessories (collectively, the “Inventory”)provider agreements; and (vixiv) other Seller’s interest in all property, real, personal and mixed, tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7and intangible, arising or acquired in the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on ordinary course of Seller’s Business between the date hereof and Closing which are not otherwise Excluded Assets subject to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating Section 1.2 below. Seller shall convey good title to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts and all parts thereof to Buyer free and clear of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership all liens, pledges, rights of first refusal, options, restrictions, encumbrances, liabilities, claims, assessments, security interests and defects in title, except as permitted or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything provided herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”).

Assets. On Upon the terms and subject to the conditions set forth in this Agreementcontained herein, at the ClosingClosing (except as otherwise noted below), Seller shall grant, sell, convey, sellassign, transfertransfer and deliver to Buyer (or at Buyer's option, deliver to one or more of its designated Affiliates, as specified in writing to Seller at or prior to the Closing) upon the terms and assign subject to Buyer, the conditions of this Agreement and Buyer shall purchase from Sellerfree and clear of all Liens except for Permitted Liens, all of the right, title and interest that of Seller possesses and has the right to transfer in and to the following assets located in the Market assets, properties and rights of Seller and no others (collectively, the “"Purchased Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16"): (a) The real propertyAll of the equipment, improvements furniture, furnishings, fixtures, computers and fixtures owned by Seller which are other office equipment and supplies and other tangible personal property listed on Schedule 1.1(a2.1.1 (a) (the "Fixed Assets") (provided that the assets noted as "Post-Transition" in the "Notes") column of such owned assets schedule shall be retained by Seller during the term of Seller are referred the Transition Services Agreement and shall be transferred to collectively as Buyer at the “Owned Real Property” end of such term), and, to the extent assignable without consent of the vendor party thereto or subject to the “Real Property”last sentence of Section 2.1.3, all contracts for maintenance or servicing of the Equipment listed on Schedule 2.1.1 (a) (the "Service Contracts"); (b) The following tangible personal property owned or leased by All rights of Seller as of the Closing: Closing Date as lessee under the real property leases (ithe "Facilities Leases") for the automobiles, trucks, fork lifts, construction vehicles call center facilities and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments the research and accessions thereto development facility (collectively, the “Rolling Stock”"Facilities") to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv2.1.1(b); (c) Subject to Section 1.7, All rights of Seller as of the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to Closing Date under the active customers at the locations on the service routes leases for equipment listed on Schedule 1.1(c)(i2.1.1(c) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock "Equipment Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii"); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable rights of Seller arising from the Collection Accounts which will be under its contracts and purchase orders with vendors listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”).2.1.1

Assets. On Subject to and upon the terms and subject to the conditions set forth ------ in this Agreement, at the Closing, Seller shall grant, convey, sell, transfer, set over, convey, assign and deliver and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest that of Seller possesses and has the right to transfer in and to all of Seller's assets and rights relating to the following assets located in Business other than the Market Excluded Assets, as the same may exist on the Closing Date (collectively, the “"Assets”"), but excluding including, without limitation, the Excluded Assets, free following assets and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16):rights: (a) The real propertyall accounts receivable, improvements notes and fixtures owned by drafts owing to Seller which are listed on Schedule 1.1(a) relating to the conduct of the Business (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”"Accounts Receivable"); (b) The following all furniture, fixtures, machinery, equipment and other tangible personal property owned (including work stations and data processing equipment) relating to or leased by Seller as of used in the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto Business (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv"FF&E"); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts all inventories of office and other rights to provide small container municipal solid waste commercial supplies, spare parts and industrial collection services replacement and component parts related to the active customers at the locations Business, whether on the service routes listed hand, in-transit or on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) order (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts"Other Inventories"); (d) All accounts receivable all rights in Intellectual Property used in the Business (including all Names and Logos incorporating "XMLSWeb" or any similar Name or Logo, alone or in any combination of Seller arising from words, and any combination, variation or derivation of any such Name or Logo or the Collection Accounts which will be listed on Schedule 1.1(ddomain name "▇▇▇▇▇▇▇.▇▇▇."), (collectively, and the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable goodwill represented thereby and accounts receivable of Seller related to any National Accountspertaining thereto; (e) All of all rights under the (iContracts specifically listed on Schedule 2.1(e) operating recordsby Buyer, customer recordsin its sole discretion, maintenance files, engineering studies, plans and specifications of Seller prior to the extent related to any Assets in Closing (the Market (in whatever format they exist, whether in hard copy or electronic format"Assumed Contracts") and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees no other Contracts or agreements of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation mattersSeller; (f) The computer hardware all Books and software of Seller that is listed and described on Schedule 1.1(fRecords, except as provided in Section 2.2(a); (g) All of all Governmental Approvals, including all applications therefor, to the IP Rights listed on Schedule 1.1(g)extent transferrable; (h) All Permits related all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the ownership, operation, management Business or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to BuyerAssets; (i) The creditsall guarantees, deferred chargeswarranties, prepaid expenses, deposits indemnities and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating similar rights in favor of Seller with respect to the fixed assets included within Business or the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All rightall computer hardware and software used in the Business, title including all rights under licenses and interest in and to the dedicated telephone and fax numbersother Intellectual Property, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)instruments or agreements relating thereto.

Assets. On Subject to and upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, convey, sell, transfer, set over, convey, assign and deliver and assign to Buyer, and Buyer shall purchase and acquire from Seller, all of the right, title and interest that of Seller possesses and has the right to transfer in and to all of Seller's assets and rights relating to the following assets located in Business other than the Market Excluded Assets, as the same may exist on the Closing Date (collectively, the “"Assets”"), but excluding including, without limitation, the Excluded Assets, free following assets and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16):rights: (a) The real propertyall accounts receivable, improvements notes and fixtures owned by drafts owing to Seller which are listed on Schedule 1.1(a) relating to the conduct of the Business (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”"Accounts Receivable"); (b) The following all furniture, fixtures, machinery, equipment and other tangible personal property owned (including work stations and data processing equipment) relating to or leased by Seller as of used in the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto Business (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv"FF&E"); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts all inventories of office and other rights to provide small container municipal solid waste commercial supplies, spare parts and industrial collection services replacement and component parts related to the active customers at the locations Business, whether on the service routes listed hand, in-transit or on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) order (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts"Other Inventories"); (d) All accounts receivable all rights in Intellectual Property used in the Business (including all Names and Logos incorporating "XMLSWeb" or any similar Name or Logo, alone or in any combination of Seller arising from words, and any combination, variation or derivation of any such Name or Logo or the Collection Accounts which will be listed on Schedule 1.1(ddomain name "XMLSWeb.com."), (collectively, and the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable goodwill represented thereby and accounts receivable of Seller related to any National Accountspertaining t▇▇▇▇▇▇; (e) All of all rights under the (iContracts specifically listed on Schedule 2.1(e) operating recordsby Buyer, customer recordsin its sole discretion, maintenance files, engineering studies, plans and specifications of Seller prior to the extent related to any Assets in Closing (the Market (in whatever format they exist, whether in hard copy or electronic format"Assumed Contracts") and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees no other Contracts or agreements of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation mattersSeller; (f) The computer hardware all Books and software of Seller that is listed and described on Schedule 1.1(fRecords, except as provided in Section 2.2(a); (g) All of all Governmental Approvals, including all applications therefor, to the IP Rights listed on Schedule 1.1(g)extent transferrable; (h) All Permits related all rights to causes of action, lawsuits, claims and demands of any nature available to or being pursued by Seller with respect to the ownership, operation, management Business or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to BuyerAssets; (i) The creditsall guarantees, deferred chargeswarranties, prepaid expenses, deposits indemnities and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating similar rights in favor of Seller with respect to the fixed assets included within Business or the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All rightall computer hardware and software used in the Business, title including all rights under licenses and interest in and to the dedicated telephone and fax numbersother Intellectual Property, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)instruments or agreements relating thereto.

Assets. On Subject to the terms and subject to the conditions set forth in this Agreement, at the ClosingSeller hereby sells, Seller shall grantconveys, conveytransfers, sell, transfer, deliver assigns and assign delivers to Buyerthe Purchaser, and Buyer shall purchase the Purchaser hereby purchases from the Seller, all of the Seller's right, title and interest that Seller possesses and has the right to transfer interests in and to the following assets located in assets, property and business of the Market Seller (collectivelywhether or not owned or held under name MR Radiology Imaging of Lower Manhattan, P.C., MR Imaging of Lower Manhattan, P.C., MR Imaging Associates of Lower Manhattan, P.C., or any deviation of any of the “foregoing) pertaining to the operation of the Practice at the Facility (the "Acquired Assets”"), but in each case excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller assets set forth in accordance with Section 6.16):2.2 hereto: (a) The real propertyall accounts receivable, improvements and fixtures owned by Seller which are listed including, but not limited to, all accounts receivable arising from services provided prior to the Closing Date, notwithstanding that invoices relating thereto have not yet been issued, including the accounts receivable set forth on Schedule 1.1(a2.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”"Accounts Receivable"); (b) The following tangible personal property owned or leased by Seller as all furniture, furnishings, fixtures and leasehold improvements of the Closing: (i) Seller relating to the automobilesPractice, truckslocated at, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectivelyor in transit to or from, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv)Facility; (c) Subject to Section 1.7all equipment, the following Contracts: (i) All Contracts machinery, tools, personal property and other rights to provide small container municipal solid waste commercial and industrial collection services to physical assets of any nature or kind of the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information Seller relating to the final Collection Accounts transferred on Practice, located at, or in transit to or from, the Closing DateFacility, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not assets set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts2.1(c); (d) All accounts receivable all rights of the Seller arising from with respect to leasehold interests relating to the Collection Accounts which will be listed personal property used in the Practice, including the personal property set forth on Schedule 1.1(d2.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All all rights of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to under the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored Contracts set forth on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”Schedule 2.1(e); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software all rights of the Seller that is listed and described under the real property lease set forth on Schedule 1.1(f2.1(f) (the "Lease"); (g) All to the extent permitted by applicable Law, all rights under all permits, consents, plans, registrations and other documents, commitments, arrangements, undertakings, practices or authorizations held in connection with or necessary to the operation of the IP Rights listed Practice at the Facility set forth on Schedule 1.1(g2.1(g); (h) All Permits related to all office and other supplies and inventories used by the ownershipSeller in connection with the Practice, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyerincluding as set forth on Schedule 2.1(h); (i) The credits, deferred charges, prepaid expenses, deposits all computer software (including documentation and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes object and property Taxes relating to source codes) and hardware used in connection with the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); andPractice; (j) All all patents, patent rights, inventions, processes, designs and applications for patents used or useful in connection with the Practice, all trademarks, trademark applications, service marks, service ▇▇▇▇ applications, copyrights, copyright applications, trade names, registered designs and unregistered design rights used or useful in the operation of the Practice at the Facility, including, but not limited to, all right, title and interest in and to the dedicated telephone and fax numbersnames "MR Radiology Imaging of Lower Manhattan", post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)."M.

Assets. On Subject to the terms and subject to conditions hereinafter set forth, on the conditions set forth "Closing Date" (as defined in this AgreementSECTION 5) and excluding the "Excluded Assets" (as defined in SECTION 1.1.2), at the ClosingBuyer shall purchase and acquire from Seller, and Seller shall grant, convey, sell, transfer, deliver assign and assign convey to Buyer, and Buyer shall purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All Seller's right, title and interest in and to all of the dedicated telephone assets and fax numbers, post office boxes and telephone listings properties of Seller listed on Schedule 1.1(j(of every kind and character, whether real, personal or mixed, whether tangible and intangible, whether accrued, contingent or otherwise and wherever situated). To , relating to the extent any Registered Rolling Stock is owned other than by Selleroperation of the Club's health and fitness business (the "HEALTH/FITNESS BUSINESS") and catering business, Seller respectively, as the same shall cause such Registered Rolling Stock exist immediately prior to be sold to Buyer at Closing by the entities holding title thereto (collectivelyClosing, including, without limitation, the “Additional Vehicle following: (a) all real property leases described in Schedule 1.1.1 (a) attached hereto (the "REAL PROPERTY LEASES"); (b) all leases of personal property covering (by way of example and not limitation) machinery, equipment, vehicles, furniture and other personal property, which personal property leases are described in Schedule 1.1.1 (b) attached hereto (the "PERSONAL PROPERTY LEASES"); (c) all of Seller”'s right, title and interest as ground lessee under that certain Ground Lease dated April 11, 1980, with the City of Fullerton, as ground lessor (the "GROUND LEASE")., and in and to all improvements and fixtures thereon and all easements, rights of way and other rights appurtenant thereto in any way related to the Ground Lease (the "IMPROVEMENTS"); (d) all furniture, furnishings, equipment, machines, computers, tools, supplies, spare (or replacement) parts and other personal property owned by Seller and listed in Schedule 1.1.1

Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, the Seller shall grantand, conveyif owned or held by its Affiliates, shall cause its Affiliates to, irrevocably sell, assign, transfer, convey and deliver and assign to BuyerBuyer or its Affiliates (as directed by Buyer in writing), and Buyer shall purchase from Sellerand, if and to the extent directed by Buyer, shall cause its Affiliates to, purchase, acquire, assume and accept, free and clear of any and all Liens, all of the right, title and interest that of Seller possesses and has the right to transfer its Affiliates in and to the following assets located in related to the Market Cholic Acid Product (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Assigned Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”)Cholic Acid Product Data Assets; (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”)Cholic Acid Product IP; (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv)Cholic Acid Product Regulatory Assets; (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v)extent assignable, all claims, judgments, cases in action or rights related to the Cholic Acid Product, including, for past, present or future infringement of the Cholic Acid Product IP; (vi) The employment agreements listed on Schedule 1.1(c)(vicopies of other books, records (including computer records), correspondence (including email communications) (collectively, of the “Employment Contracts”)Seller relating to the Cholic Acid Product and/or the Assets; (vii) The agreements relating to the Assets listed extent assignable, all representations, warranties, guarantees, indemnities, undertakings, covenants not to compete and covenants not to s▇▇ benefitting the Assets, certificates, covenants, agreements and all security therefor received by the Seller on Schedule 1.1(c)(vii)the purchase, license or other acquisition of any part of the Assets; and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent granted, if and when granted (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(viiif at all), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contraryAsklepion, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”)Voucher; and (jix) All right, title and interest in and all claims or rights related to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than […***…] Matter to be assigned by Seller’s wholly-owned subsidiary, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectivelyASK Pharmaceuticals GmbH H▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, the “Additional Vehicle Seller”)▇-▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇.

Assets. On Subject to and upon the terms and subject to the conditions set forth in this Agreement and the Master Restructuring Agreement, at the Closing, Seller Creative shall grant, convey, sell, transfer, set over, convey, assign and deliver and assign to BuyerStryker, and Buyer Stryker shall purchase and acquire from SellerCreative, all of the right, title and interest that Seller possesses and has the right to transfer of Creative in and to the following properties, assets located and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets) as set forth below that relate to and are used in the Market present Manufacturing Operations as the same may exist on the Closing Date (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16"ASSETS"): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Leased Real Property” or the “Real Property”); (b) The following the fixed assets and other tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles that are listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(ivSCHEDULE 2.1(b); (c) Subject to Section 1.7, the following Contracts:equipment lease agreements listed on SCHEDULE 2.1(c) hereto (the "EQUIPMENT LEASES") and all equipment subject thereto. (id) All Contracts all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations supplies (whether on the service routes listed hand, in-transit or on Schedule 1.1(c)(iorder) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided existing on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating that relate to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities present Manufacturing Operations listed on Schedule 1.1(c)(iiSCHEDULE 2.1(d) (collectively, the “Government Contracts”"INVENTORIES"); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All reasonable quantities of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails Biological Materials that are not part of such files, documents, books and records in Creative's control and that instead may be stored on servers or networks of Seller or otherwise included are useful in repeating the Excluded Assets (collectively, work performed by Creative during the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this AgreementResearch Project, including but not limited to those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matterslisted on SCHEDULE 2.1(e); (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f)all rights under all Contracts; (g) All of all credits, prepaid expenses, deferred charges, advance payments, security deposits and prepaid items that relate to the IP Rights listed on Schedule 1.1(g)present Manufacturing Operations; (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller all Books and transferable by their respective terms to BuyerRecords; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets)extent their transfer is permitted by law, of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectivelyall Governmental Approvals, the “Prepaid Assets”)including all applications therefor; and (j) All rightall guarantees, title warranties, indemnities and interest similar rights in and favor of Creative with respect to the dedicated telephone Assets. Subject to the terms and fax numbersconditions hereof, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To at the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectivelyClosing, the “Additional Vehicle Seller”)Assets shall be transferred or otherwise conveyed to Stryker free and clear of all Liens excepting only Permitted Liens.

Assets. On Subject to the terms and subject to the conditions set forth in this Agreement, Seller shall at the Closing, Seller shall grant, convey, Closing sell, transfer, convey, assign and deliver to Buyer free and assign to Buyerclear of all Liens, and Buyer shall at the Closing purchase and accept from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All Seller's right, title and interest in and to those assets, whether tangible or intangible, specifically set forth below (the dedicated telephone "Assets"): (a) all trademarks, trade names, copyrights, recipes, logos, marketing materials, designs used exclusively with the Branded Products (including all trade dress and fax numberspackaging artwork and logos presently, post office boxes or within five (5) years from the date of Closing, used in promoting the Brands and telephone listings the physical plates or screens used to make, manufacture or press the same), confidential and proprietary information and other intellectual property (regardless of whether registered with any Governmental Authority) exclusively used in connection with the Branded Products, including those set forth on Schedule 2.1(a), and all goodwill associated with each of the foregoing (the "Intellectual Property"); (b) all lists of current and past customers of the Branded Products for two years prior to the Closing, which list shall include the business address and shipping address for such customers (the "Customer Lists"); (c) all agreements, contracts, contract rights, understandings, commitments and arrangements of Seller (regardless of whether prepaid) related exclusively to the Branded Products, whether oral or written (the "Contracts"), including (i) the material Contracts identified or summarized on Schedule 2.1(c); (ii) any and all material purchase orders delivered to suppliers, identified or summarized on Schedule 2.1(c), for which the goods or services being purchased by Seller relate exclusively to the Branded Products and are delivered to Buyer after Closing; (iii) any and all material open customer purchase orders taken in the Ordinary Course of Business that have not been fulfilled and paid for as of the Closing Date identified or summarized on Schedule 2.1(c); (iv) material customer and shelf space contracts (regardless of whether pre-paid) identified or summarized on Schedule 2.1(c); and (v) material supplier contracts identified or summarized on Schedule 2.1(c). A Contract will be deemed material if the Contract is for the purchase or sale of goods or services, or otherwise creates an obligation or liability, in an aggregate amount of more than $25,000.00; (d) all of Seller's rights to all of Seller's Uniform Product Codes exclusively used for the Branded Products (the "UPC Codes"), including those listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto 2.1 (d) (collectively, the “Additional Vehicle Seller”"Other Intangible Rights"); and (e) all Branded Product inventories (the "Inventory") located at Buyer's Excelsior Springs, Missouri plant or any other location owned or controlled by Buyer, and determined by Buyer in its reasonable judgment to be within date, merchantable and suitable for human consumption (the "Selected Inventory").

Assets. On At closing of the terms and subject to transaction described herein ("Closing"), the conditions set forth in this Agreement, at the Closing, Seller Sellers shall grantsell, convey, sellassign, transfer, transfer and deliver and assign to Buyer, and Buyer shall purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrancesany lien, encumbrance, interest, reservation, restriction, mortgage or security interest of any nature whatsoever, except Permitted Encumbrances as expressly provided herein, all the material assets owned or leased by the Sellers primarily relating to, used or held for use in connection with the operation of the Station, specifically excluding the Excluded Assets (as defined below), and Blanket Liens including, without limitation, the following (which Blanket Liens shall be released by Seller in accordance with Section 6.16collectively, the "Assets") (except to the extent any of the following Assets are Excluded Assets): 1.1.1. All licenses, permits and authorizations (a"Licenses") The real propertyissued by the FCC, improvements and fixtures owned by Seller all of which are listed on Schedule 1.1(a) SCHEDULE A attached hereto; 1.1.2. All of the Sellers' owned real property including that described in SCHEDULE B attached hereto (such owned assets of Seller are referred to collectively as the “Owned "Real Property” or the “Real Property”"); (b) The following 1.1.3. All tangible personal property owned by the Sellers including, without limitation, that listed on SCHEDULE C attached hereto, and any replacements therefor or leased by Seller improvements thereof acquired or constructed prior to Closing ("Personal Property"), provided that the Assets shall not include such items of tangible personal property as are disposed of or consumed in the ordinary course of the Closing: (i) business of the automobilesStation or with the consent of Buyer between the date hereof and the Closing Date; 1.1.4. All of the Sellers' rights and benefits under the business agreements, trucks, fork lifts, construction vehicles leases and other motor vehicles contracts listed on Schedule 1.1(b)(i)SCHEDULE D attached hereto, together with including any renewals, extensions, amendments or modifications thereof, all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together time sales agreements upon terms consistent with the containers Station's usual and compactors listed on customary selling practices, and any additional agreements, leases and contracts made or entered into by the Sellers in the ordinary course of business between the date of such Schedule 1.1(b)(ii), and the “Containers”); Closing approved in writing by Buyer or otherwise permitted hereunder (iv) all of the furniture "Leases and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(ivAgreements"); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) 1.1.5. All right, title and interest of BHC in and to the dedicated telephone use of the call letters KIDR for the Station (referred to herein as the "Call Letters"), to the extent they can be conveyed; together with all trademarks, service marks, trade names and fax numbersother similar rights held by Sellers including all accretions thereto, post office boxes and telephone listings of Seller as listed on Schedule 1.1(jSCHEDULE E attached hereto ("General Intangibles"); 1.1.6. All magnetic media, electronic data processing files, systems and programs, logs, public files, records required by the FCC, historical billing information, record program libraries, promotional material, supplies, customer files, correspondence, maintenance records or any other business records, but not including records pertaining to corporate affairs (including tax records) and original journals. The Sellers shall have reasonable access to all such records which might be in the possession of Buyer for a period of five (5) years following the Closing, and shall, at its own expense, have the right to make copies thereof; and 1.1.7. All other personal property whether tangible or intangible, not hereinbefore mentioned. The Sellers agree that the Assets conveyed to Buyer on the Closing Date pursuant to this Agreement will be conveyed free and clear of all liens, charges, claims and encumbrances whatsoever, excepting (i) those obligations from and after the Closing Date with respect to obligations of the Sellers expressly agreed to be assumed by Buyer hereunder, (ii) with respect to the Real Property, easements, restrictions, rights, limitations or encumbrances of record, (iii) with respect to the Assets, materialmen's or similar liens for ongoing or recently completed work and (iv) liens for current taxes, and assessments not yet due and payable ("Permitted Encumbrances"). To All of the extent any Registered Rolling Stock is owned other than by Seller, Seller Licenses shall cause such Registered Rolling Stock to be sold assigned and transferred to Buyer at Closing by BHC. All other items comprising the entities holding title thereto (collectively, the “Additional Vehicle Seller”)Assets shall be assigned and transferred to Buyer by BIC.

Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase from the Seller Parties, free and clear of any Liens other than Permitted Liens, and the Seller Parties shall grant, convey, sell, transfer, assign, convey and deliver and assign to Buyer, and Buyer shall purchase from Sellerthe Purchaser, all of the Seller Parties’ right, title and interest that Seller possesses and has the right to transfer in and to all of the following Seller Parties’ assets located used solely by the Division or solely in the Market operation of the Business (collectively, the “Assets”), but excluding the Excluded Assets, free Retained Assets and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) including but not limited to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contractsfollowing: (i) All Contracts all tangible personal property used solely by the Division or solely in the operation of the Business or as otherwise described in Schedule 3.11(a) and other rights to provide small container municipal solid waste commercial and industrial collection services to Schedule 3.11(b) but excluding the active customers at the locations on the service routes items listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”3.11(e); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities all rights under any capital leases listed on Schedule 1.1(c)(ii) (collectively2.1(a)(ii), including the “Government Contracts”)right to all security deposits and other amounts and instruments deposited by or on behalf of any of the Seller Parties thereunder; (iii) The leases relating all security and other similar deposits, prepayments and prepaid expenses that are not excluded under Section 2.1(b), in any case which are related solely to the Rolling Stock listed on Schedule 1.1(c)(iii) Division or solely in the operation of the Business (collectively, the “Rolling Stock Leases”other than those related to Retained Assets or Retained Liabilities); (iv) The leases relating to all office supplies in the machineryworkspace of each Transferred Employee as of the Closing Date, heavy equipment production supplies, spare parts, other miscellaneous supplies and materials handling equipment (other tangible property of any kind wherever located, and all trade fixtures, computers and related software, and furniture, in each case, other than Rolling Stock) (collectively, which are used solely by the “Equipment”) listed on Schedule 1.1(c)(iv)Division or solely in the operation of the Business; (v) The leases relating all right, title and interest in, to and under the Office Equipment Leases listed on Schedule 1.1(c)(v2.1(a)(v), including the right to all security deposits and other amounts and instruments deposited by or on behalf of any of the Seller Parties thereunder; (vi) The employment agreements all claims, refunds (except for Tax related refunds), credits (except for Tax related credits), causes of action, choses in action, rights of recovery and rights of set-off of any kind related solely to the Division or the Assets, or arising solely out of the operation of the Business, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent, including all such claims by (but not against) the Seller Parties listed on in Schedule 1.1(c)(vi) (collectively3.20, the “Employment Contracts”)but excluding those related solely to Retained Assets or Retained Liabilities; (vii) The agreements relating all rights to receive and retain mail, payments of receivables and other communications related solely to the Division or solely to the operation of the Business (other than those related solely to Retained Assets listed on Schedule 1.1(c)(viior Retained Liabilities); and; (viii) Those other Contracts the right to ▇▇▇▇ and receive payment for services performed solely by the Division or solely in relation to the Business but unbilled or unpaid as of Seller not set forth on Schedule 1.1(cthe Closing Date; (ix) all advertising, marketing and promotional materials, and all research reports, collateral, and works in progress relating solely to the extent (A) each such Contract relates primarily Division or solely to the ownership or operation of the Assets in the Market Business, and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in other printed or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they existwritten materials, whether in hard copy or electronic format, relating solely to the Division or solely to the operation of the Business; (x) all Permits from any Governmental Agency listed in Schedule 3.12(b) that relate solely to the Division or solely to the operation of the Business and (ii) all pending applications therefor or renewals thereof, in each case to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, to the “Employee Records”) related to employees of Seller hired by Buyer in connection with the TransactionsPurchaser, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is Permits listed and described on Schedule 1.1(f3.12(c); (gxi) All all inventory relating solely to the Division or solely to the operation of the IP Rights Business; (xii) all Accounts Receivable; (xiii) all Contracts listed on Schedule 1.1(g3.14(a), but excluding Contracts listed in Schedule 3.14(d) (“Assumed Contracts”); (hxiv) All Permits all or copies of all data and records related solely to the ownershipDivision or solely to the operation of the Business, operationincluding client and customer lists and records, management referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, trial balance accounts, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and, subject to Legal Requirements, copies of all personnel records; (xv) any benefits or use proceeds arising out of the eMarketer Litigation; and (xvi) all of the intangible rights and property of the Seller Parties used solely by the Division or solely in the operation of the Business, including the Scheduled Intellectual Property and the Software, in each case used solely in relation to the Division or used solely in the operation of the Business, and all going concern value and goodwill associated with foregoing, the Division, the Assets, or the Business, and all telephone numbers, fax numbers, and other items listed in Schedule 3.15(a), Schedule 3.15(b) and Schedule 3.16(a), but excluding Intellectual Property listed on Schedule 3.15(k) and the Software listed on Schedule 3.16(e). Notwithstanding the foregoing, the transfer of the Assets in pursuant to this Agreement shall not include the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for assumption of any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally Liability related to the Assets and listed and described on Schedule 1.1(i) (collectively, unless the “Prepaid Assets”); and (j) All right, title and interest in and Purchaser expressly assumes that Liability pursuant to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”Section 2.3(a).

Assets. On Subject to the terms and subject to the conditions set forth in this Agreement, at on the Closing, Closing Date the Seller and the Stockholder only with respect to (o) below shall grantand the Stockholder shall cause the Seller to sell, convey, sell, transfer, assign and deliver and assign to Buyerthe Purchaser (or upon the Purchaser's request, to one or more wholly-owned subsidiaries of Purchaser as designated by the Purchaser), and Buyer shall purchase the Purchaser hereby purchases from the Seller, all the following assets, property, claims, rights and business of the right, title and interest that Seller possesses and has the right to transfer in and pertaining to the following assets located Business and from the Stockholder to the Real Property set forth in Section 2.1(o) below (the Market (collectively, the “Assets”"ACQUIRED ASSETS"), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller assets set forth in accordance with Section 6.16):2.2 hereto: (a) The real propertyall inventory, improvements including finished products, work-in-progress, packaging, supplies and fixtures owned by raw materials, of the Seller which are listed relating to the Business on Schedule 1.1(athe Closing Date (the "INVENTORY"), including without limitation, all Inventory located at, or in transit to or from, the locations set forth on SCHEDULE 2.1(A) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”"FACILITIES"); (b) The following tangible personal property owned or leased by Seller as all accounts receivable, notes receivable, loans receivable, prepaid expenses, security and other deposits, advance payments for charges and services, and other current assets of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) Seller relating to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv)Business; (c) Subject to Section 1.7all furniture, fixtures and leasehold improvements of the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information Seller relating to the final Collection Accounts transferred on Business located at the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts)Facilities; (d) All accounts receivable all equipment, machinery, tools, personal property and other physical assets of any nature or kind of the Seller arising from relating to the Collection Accounts which will be listed on Schedule 1.1(d)Business (including without limitation all spare parts) located at the Facilities including, (collectivelywithout limitation, the “Accounts Receivable”items set forth on SCHEDULE 2.1(d); (e) all rights of the Seller with respect to leasehold interests relating to the personal property used in the Business including, which schedule will be delivered by without limitation, the leasehold interests set forth on SCHEDULE 2.1(e); (f) all rights of the Seller under all licenses, approvals, consents and franchises used or necessary in connection with the operation of the Business or any pending applications relating to Buyer within 5 any of the foregoing; (g) all patents, patent rights, inventions, processes, designs and applications for patents used or useful in connection with the Business, all trademarks, trademark applications, service marks, service mark ▇▇▇lications, copyrights, copyright applications, trade names, registered designs and unregistered design rights used or useful in the operation of the Business Days following and all rights to sue ▇▇▇ past infringement of any of the Closing Dateforegoing ("INTELLECTUAL PROPERTY") as set forth on SCHEDULE 2.1(g); (h) all trade secrets, processes, know-how, procedures, inventions, drawings, designs, formulae and confidential information used or useful in the operation of the Business and all employee covenants and agreements pertaining to the Business respecting intellectual property and non-competition and confidentiality; (i) all rights of the Seller under any licenses for Intellectual Property used or necessary in the operation of the Business; (j) all customer, supplier and mailing lists and related records, files and similar information relating to the Business; (k) all rights of the Seller under the Seller's Contracts with respect to the Business, including, without limitation, the contracts set forth on SCHEDULE 2.1(k); (l) all books and records of the Seller with respect to the Business, including, without limitation, all correspondence, employment records, production records, accounting records, equipment repair, maintenance or service records relating to the Acquired Assets or necessary or material to the continued operation of the Business (but not including the corporate records of the Seller, such as the corporate minute book, stock register, articles of incorporation, bylaws and similar items; provided, however, that Accounts Receivable the Purchaser agrees that the Seller and the Stockholder shall exclude any inter-company accounts receivable and accounts receivable of Seller related have reasonable access to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating subsequent to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(fClosing Date); (gm) All all unfilled customer orders as of the IP Rights listed on Schedule 1.1(g)Closing Date; (hn) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All all right, title and interest of the Seller in and to the dedicated telephone and fax numbersAcquired Assets as a going concern, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To goodwill with respect to the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectivelyBusiness, the “Additional Vehicle Seller”).names "U.S. Lock," "Rx," "Rx Dealer Only" and any derivatives or constructions thereof;

Assets. On Subject to the terms and subject to the conditions set forth contained in this Agreement, at on the Closing, Closing Date (as defined in Section 4 below) Seller shall grant, convey, agrees to sell, transfer, assign and deliver and assign to Buyer, and Buyer shall agrees to purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrancesliens and encumbrances, except Permitted Encumbrances and Blanket Liens the following assets (which Blanket Liens shall be released by Seller collectively, the "Assets") but excluding the Excluded Assets (defined in accordance with Section 6.16subsection 1(b)): (ai) The real property, improvements All inventory and fixtures supplies owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: Closing Date (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) including all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”Seller's rights in inventory under order); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities All equipment, tools, computers, analytical instrumentation, caging, furniture and other laboratory equipment owned by Seller other than those considered to be fixtures (as defined in the Uniform Commercial Code of the State of Kansas) of the building in which they are installed including but not limited to those listed on Schedule 1.1(c)(iiExhibit 1(a)(ii) (collectively, the “Government Contracts”"Tangible Assets"); (iii) The leases Any computer software owned or utilized by Seller, including, but not limited to, all Seller's rights under any software license agreement relating to the Rolling Stock computer software installed on computers listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”Exhibit 1(a)(iii);. (iv) The leases relating to All notes and other receivables ("Accounts Receivable") as of the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) Closing Date listed on Schedule 1.1(c)(ivExhibit 1(a)(iv); (v) The leases relating to All rights of Seller under those certain contracts, service agreements, open orders, leases, licenses, supply agreements and other agreements (the Office Equipment "Contracts") listed on Schedule 1.1(c)(vExhibit 1(a)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) All records, files, invoices, blueprints, specifications, designs, drawings, accounting records, business records, personnel files for Key Employees (collectivelyas hereinafter defined), the “Employment Contracts”);operating data, customer data, and other data relating to Seller's business, including, but not limited to, study data sufficient for facility and instrument validation and for FDA review and inspection. (vii) The agreements All rights to employ Seller's standard operating procedures listed on Exhibit 1(a)(vii) and all of Seller's plans and study data relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or design, operation and maintenance of the Assets in the Market Assets; all rights under any of Seller's patent, trademark, service mark, ▇▇ade name or copyright, whether registered or unregistered and requires by its terms annual expenditures after the Closing in an amount less than $25,000 any applications therefor and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectivelyall goodwill related thereto; and all technologies, the “Permitted Unlisted Contracts,” methods, formulations, databases, trade secrets, know-how, inventions and together with all other intellectual property or intangible assets of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”Exhibit 1(a)(vii).

Assets. On Upon the terms and subject to the conditions set forth ------ in this Agreement, at effective as of the Closingcommencement of business on September 1, Seller 1996 (the "Effective Date"), on the Closing Date (as hereinafter defined) Germain's and ▇-▇ shall grant, convey, sell, transferassign, transfer and deliver and assign to the Buyer, and the Buyer shall purchase from Sellerpurchase, acquire, accept and take possession of all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All Sellers' right, title and interest in and to the dedicated telephone following assets of the Sellers, and fax numbersFlintrock shall sell, post office boxes assign, transfer and telephone listings deliver to the Buyer and the Buyer shall purchase, acquire, accept and take possession of Seller listed all of Flintrock's right, title and interest in and to the LLC Interest and any receivables due from SeedBiotics to Flintrock (all of which are sometimes collectively referred to as the "Assets," and shall mean solely those assets described hereinbelow (and in the Schedules attached to this Agreement), as shall be owned by the Sellers as of the Effective Date, as adjusted for deletions and additions thereto occurring in the ordinary course of business, or as otherwise contemplated by this Agreement or the schedules attached hereto, during the period between the Effective Date and the Closing Date): (a) All of Sellers' inventory (the "Inventory") as shall be owned by Germain's and ▇-▇, except as set forth on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller4(g) attached hereto, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectivelyincluding, but not limited to, the “Additional Vehicle Seller”inventory shown on Schedule 1(a). (b) Certain of Sellers' real property, as shall be owned by Germain's and ▇-▇, solely as more fully described in Schedule 1(b) attached hereto and all right, title and interest in and to the same, including any lease or purchase rights thereto. (c) The buildings and improvements located on the real property described in Schedule 1(b). (d) All of Sellers' equipment and machinery not included in Schedules 1(g-1) and 1(g-2), as shall be owned by Germain's and ▇-▇, respectively, including, without limitation, the assets described in Schedule 1(d) attached hereto. (e) All of Sellers' office furniture, fixtures, facilities and supplies, except as set forth in Schedule 4(g), as shall be owned by Germain's and ▇-▇, and described in Schedules 1(e-1) and 1(e-2) attached hereto. (f) All of Sellers' automobiles, trucks, and all other vehicles, as shall be owned by Germain's and ▇-▇, respectively, including, without limitation, the assets described in Schedules 1(f-1) and 1(f-2) attached hereto. (g) All of Sellers' farm equipment, miscellaneous equipment and hand tools, as shall be owned by Germain's and ▇-▇, respectively, including, without limitation, the assets described in Schedules 1(g-1) and 1(g-2) attached hereto. (h) Certain of Sellers' pre-paid and other assets, as shall be owned by Germain's and ▇-▇, as more fully described in Schedule 1(h) attached hereto. (i) All of Sellers' trade names and trademarks, and Plant Variety Protection Certificates, and all related registrations and goodwill as shall be owned by Germain's and ▇-▇, respectively, including, without limitation, the assets described in Schedules 1(i-1) and 1(i-2) attached hereto, but subject to Sellers' rights under the Contract Regarding Service Agreement set forth as Exhibit 1A(i) attached hereto (the "Service Agreement"). (j) [Intentionally left blank.] (k) All of Sellers' customer lists, germplasm, breeders seed and breeding records, as shall be owned by Germain's and ▇-▇, respectively, including, without limitation, the assets described in Schedules 1(k-1) and 1(k- 2) attached hereto. (l) The goodwill of the ▇▇▇▇▇▇▇▇▇ AgriBusiness Group as a going concern. (m) All of Sellers' right, title and interest in and to each lease, license, contract, warranty, agreement, purchase or sales order (including releases of quantities pursuant thereto), indenture or commitment, written or oral, to which any Seller is a party on the Closing Date or by which any of the Assets are then bound, including, without limitation, the agreements described in Schedule 7(e) hereto (the "Assumed Agreements"); and (n) All of Sellers' accounts receivable as shall be owned by Germain's and ▇-▇, as more fully described in Schedule 1(n) attached hereto, except pursuant to Excluded Assets (as defined below). (o) The LLC Interest.

Assets. On the terms and subject to the conditions Except as otherwise expressly set forth in this AgreementSection 1.3, at the ClosingAssets shall include, Seller without limitation, the following assets, properties and rights of the Companies as of the Closing Date: (a) all deposits, advances, pre-paid expenses and credits of the Companies; (b) all fixed assets, equipment, furnishings, computer hardware, fixtures and other tangible personal property of the Companies, including those set forth on Schedule 3.5(c); (c) all rights of the Companies under each of the following contracts, agreements, commitments, arrangements, understandings or other instruments (each, a “Contract”) relating to the Business: (i) all Contracts with clients of the Business entered into in the ordinary course (each, a “Client Contract”) and either (A) listed on Schedule 1.2(c)(i) or (B) entered into by either Company after the date hereof and prior to the Closing Date and approved in writing by the Purchasers (which approval shall grantnot be unreasonably withheld), convey(ii) the Office Leases (together with the extensions that are described on Schedule 3.5(b) so long as the final documentation relating to such extensions are approved in writing by the Purchasers (which approval shall not be unreasonably withheld)), sell, transfer, deliver and assign (iii) all Contracts with respect to BuyerCompany Licensed Software, and Buyer shall purchase from Seller(iv) such other Contracts listed on Schedule 1.2(c)(iv) (collectively, the Contracts in the preceding clauses (i)-(iv) being referred to collectively herein as the “Assumed Contracts”); (d) all of the rightIntellectual Property that is owned by or licensed to either of the Companies, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market including, without limitation, such items set forth on Schedules 3.16(a)-(d) (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Company Intellectual Property”); (be) The following tangible personal property owned or leased by Seller as all accounts receivable, notes receivable and other receivables of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles Companies and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) any security therefor related to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware all rights to causes of action, lawsuits, judgments, claims and software demands of Seller that is listed and described on Schedule 1.1(f)any nature available to or being pursued by either of the Companies, whether arising by way of counterclaim or otherwise; (g) All all rights in and under all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights in favor of either of the IP Rights listed on Schedule 1.1(g)Companies; (h) All Permits related to the ownershipextent transferable, operationall permits, management approvals, licenses, qualifications, registrations, certifications, authorizations or use similar rights of the Assets in the Market that are owned byCompanies, issued to, or held by or including those set forth on Schedule 3.19 (unless otherwise benefiting Seller and transferable by their respective terms to Buyerindicated thereon); (i) The creditsall information, deferred chargesfiles, prepaid expensescorrespondence (including emails), deposits records, data, reports, contracts and other prepaid assetsrecorded knowledge (including client, other than those related to Taxes (except for any prepaid sales Taxes supplier, price and property Taxes mailing lists and files and documentation relating to the fixed assets included within the AssetsCompany Intellectual Property), of Seller principally related past deliverables and proposals to clients, employee files and records (to the Assets extent permitted by applicable law), and listed all accounting or other books and described on Schedule 1.1(irecords of the Companies in whatever media retained or stored, including, without limitation, computer programs and disks; (j) (collectivelyall telephone and facsimile numbers, e-mail addresses, Internet websites, domain names, social media accounts and social networking accounts of the “Prepaid Assets”)Companies; and (jk) All rightall other tangible and intangible assets of any kind or description, title and interest in and to wherever located, that are carried on the dedicated telephone and fax numbers, post office boxes and telephone listings books of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is Companies or which are owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)Companies.

Assets. On the terms and subject Immediately prior to the conditions set forth in this Agreement, at the Closing, Seller Southern shall grantown Trace Regional including the tangible and intangible assets used in the operations thereof and associated therewith (other than the Excluded Assets as hereinafter defined), conveywhich assets shall include, sellwithout limitation, transfer, deliver and assign to Buyer, and Buyer shall purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Trace Regional Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The fee simple title (title represented or warranted only to acts of Southern or Seller) to the real propertyproperty described on Schedule 1.2(a) to this Agreement, improvements together with all improvements, any construction in progress, any other buildings and fixtures owned by Seller which are listed on Schedule 1.1(a) thereon, and all rights, privileges and easements appurtenant thereto (such owned assets of Seller are referred to collectively as the “Owned Real Property” or collectively, the “Real Property”); (b) The following the tangible personal property, including, without limitation, the major, minor or other equipment, vehicles, furniture and furnishings, including the personal property set forth on Schedule 1.2(b) to this Agreement; (c) Inventory owned or leased by Seller Southern as of the Closing Date; (d) all receivables (exclusive of any intercompany receivables), including without limitation, all accounts receivable arising from the rendering of services to patients at the Acute Care Hospital, SNF and/or the Clinics, claims and settlements made pursuant to the Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE cost reports filed by Southern, or to be filed, for periods prior to Closing relating to services rendered up to the Closing: , in each case whether billed or unbilled, accrued, recorded or unrecorded, with collection agencies or otherwise in respect of services rendered up to the Closing Date (ithe “Accounts Receivable”); (e) the automobiles, trucks, fork lifts, construction vehicles all prepaid expenses and other motor vehicles listed on Schedule 1.1(b)(i)current assets and leasehold interests, together with real and personal property; (f) all attachments advances to third parties other than Affiliates, pre-paid expenses and accessions thereto credits (collectively, the “Rolling StockAdvances”); (g) all ▇▇▇▇▇ cash on hand at the Acute Care Hospital, SNF, MOBs, or Clinics; (h) the medical records of Southern in respect of patients of the Acute Care Hospital, on the Date of Closing or discharged prior to Date of Closing, the records of Southern in respect of all residents of the SNF on the Date of Closing or discharged prior to Date of Closing, and the medical records of the Clinics for patient encounters prior to the Date of Closing, all financial, patient, medical staff and personnel records of Southern relating to Trace Regional including, without limitation, equipment records, medical administrative libraries, medical records, patient billing records, documents, catalogs, books, records, files, operating manuals and current personnel records; (i) the rights and interests, to (i) the Medicare and Medicaid provider agreements of Southern (the “Provider Agreements”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); and (ii) the number contracts, commitments, leases and agreements of containers and compactors located on-site with a customer that relate to a Collection Account and Southern listed on Schedule 1.1(b)(ii); 1.2(h) to this Agreement (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iiij) The leases the licenses and permits held by Southern relating to the Rolling Stock listed on Schedule 1.1(c)(iii) ownership, development, and operation of Trace Regional (including, without limitation, any pending or governmental approvals and Southern’s Medicare and Medicaid provider numbers (collectively, the “Rolling Stock LeasesPermits”); (ivk) The leases the names, trade names, trademarks, and service marks (or variations thereof) of Southern associated with Trace Regional, all goodwill and intellectual property of Southern associated therewith, including the trade names, trademarks, service marks and other intellectual property containing the words “Trace Regional Hospital,” “Trace Regional,” “Trace Hospital,” “Trace Extended Care & Rehabilitation” and all applications and registrations, if any, associated any therewith; (l) the goodwill of Southern associated with Trace Regional; (m) the charter documents of the Southern, minute books, stock ledgers, tax identification numbers, books of account and other constituent records relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, corporate organization of the “Equipment”) listed on Schedule 1.1(c)(iv)Southern; (vn) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); other assets and property (viexclusive of the Excluded Assets) The employment agreements listed on Schedule 1.1(c)(vi) (collectivelyof every kind, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii)character, or description owned by Southern, wherever located; and (viiio) Those other Contracts the interest of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation Southern in all property of the Assets foregoing types, arising or acquired in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all ordinary course of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable business of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer Southern in connection with Trace Regional between the Transactions, but excluding any such files, documents, books date hereof and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)Closing.

Assets. On As used herein, the terms and subject to the conditions set forth in this Agreement, at the Closing, “Assets” of a Seller shall grant, convey, sell, transfer, deliver and assign to Buyer, and Buyer shall purchase from Seller, mean all of the right, title and interest that of such Seller possesses and has the right to transfer in and to the following assets located assets, properties, goodwill and rights of every kind and description, real and personal, tangible and intangible, wherever situated, used or held for use in connection with the Market (collectivelyBusiness and shall include, without limitation, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16):following: (a) The real propertyall Cash; (b) all accounts receivable; (c) all credits, improvements prepayments and fixtures owned by Seller which are listed similar items; (d) the entire product line of such Seller, including the products set forth on Schedule 1.1(a2.2(d) (such owned assets of Seller are referred to each a “Product Line” and collectively as the “Owned Real Property” or the “Real PropertyProduct Lines”); (be) The following tangible personal property owned or leased by Seller as all Intellectual Property of such Seller, including the product formulations and batch records and the websites, trade names, logos and marks set forth on Schedule 2.2(e); (f) all Inventory of the Closing: Business; (g) all packaging, marketing, promotional and educational materials; (h) all customer lists, mailing lists and price lists, including those set forth on Schedule 2.5(h), and which Seller represents include all customers for the Product Line during the past two years; (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto unfilled customer orders (or portions thereof) for items of product within the Product Line of such Seller (collectively, the “Rolling StockProducts”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed set forth on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv2.2(i) (collectively, the “Office EquipmentAssumed Customer Purchase Orders”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (cj) Subject to Section 1.7the unfilled vendor orders (or portions thereof) for components, raw material, and work-in-process inventory within the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed Product Line set forth on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii2.2(j) (collectively, the “Government Assumed Vendor Purchase Orders”); (k) all Contracts set forth on Schedule 5.14 (including the Nevada Lease and Oregon Lease), except for the Contracts that are also listed on Schedule 2.3(a) (together with the Assumed Customer Purchase Orders and the Assumed Vendor Purchase Orders, the “Assumed Contracts”); (iiil) The leases relating to the Rolling Stock listed all computer hardware, furniture, furnishings, vehicles, equipment, machinery and other tangible personal property set forth on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”2.2(l); (ivm) The leases relating all payment rights and other intangible assets (including goodwill) with respect to the machinery, heavy equipment and materials handling equipment customer relationships that are not embodied in complete written Contracts (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(ivit being understood that an expired Contract shall not be deemed to be a complete written Contract for purposes of this Section 2.2(m)); (vn) The leases relating to all security deposits; (o) all Books and Records; (p) all Permits, other than the Office Equipment Permits listed on Schedule 1.1(c)(v2.2(p) (the issuance of replacement Permits to Oregon Purchaser are a condition to Closing under Section 8.1(f)); (viq) The employment agreements listed on Schedule 1.1(c)(viall causes of action, lawsuits, claims and demands of any nature available to or being pursued by such Person (other than intercompany receivables and other than claims against any Purchasers or their Affiliates) (collectively, with respect to the “Employment Contracts”)Assets; (viir) The agreements relating subject to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts terms and conditions of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with without limitation Section 7.6, any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including and all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and Nevada Seller’s interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To Nevada Property; and (s) all goodwill pertaining to the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)Business.

Assets. On the terms and subject to the conditions set forth in this Agreement, at At the Closing, Seller Sellers shall grant, convey, sell, transfer, convey, assign and deliver and assign to Buyer, and Buyer shall purchase and acquire from SellerSellers, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone following assets of Sellers related to the Business, and fax numbersrights of every nature, post office boxes kind and telephone listings description with respect to such assets, wheresoever located and whether or not reflected on the books and records of Seller Sellers (all of which being hereinafter collectively referred to as the “Assets”): (a) All Intangibles owned by Sellers (except as listed on Schedule 1.1(j2.1(a). To ) and all Intellectual Property Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the extent laws of all jurisdictions; (b) All of Sellers’ rights, powers and privileges in and to the Contracts described on Schedule 2.1(b) (the “Specified Contracts”) and all Contract Rights thereunder; (c) All historical samples, sample books, prototypes, archive files or other similar items used in or related to the Business that are not Intangibles or Excluded Assets (defined below); (d) All prepaid assets (including the pro rata portion of advances or guaranteed minimum royalty and advertising payments (including any Registered Rolling Stock is owned amounts received or receivable pursuant to the Wal-Mart Agreement (the “Wal-Mart Payment Amounts”)) relating to periods after the Closing Date under the Specified Contracts or payments under terminated license agreements related to the Marks (which are Assets) with payments due post-Closing and any liquidated damages under the Specified Contracts) and expenses other than by Sellerrent escrows and security deposits; and (e) All of Sellers’ claims, Seller shall cause such Registered Rolling Stock causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to be sold Sellers’ ownership of the Assets, but excluding claims against Buyer with respect to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)transactions contemplated herein.

Assets. On Subject to and upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, convey, Medi-Flex will sell, transfer, convey, assign and deliver to the Buyer and assign to Buyer, and the Buyer shall will purchase or acquire from Seller, Medi-Flex all of the right, title and interest that Seller possesses and has the right to transfer of Medi-Flex in and to the following properties, assets located and rights relating directly to or used exclusively in connection with the Market Business as the same may exist on the Closing Date (hereinafter, the "Assets") set forth below: (a) all machinery, equipment, tools, dies, molds and parts and similar property described in Schedule 1.1 (a) attached hereto; (b) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (collectively, the “Assets”"Inventories"), including Inventories held at any location controlled by Medi-Flex and Inventories previously purchased and in transit to Medi-Flex at such locations, all as described in Schedule 1.1 (b) attached hereto which shall be provided at closing; (c) all rights in and to (a) the trademarks, service marks, trade names, and product names described in Schedule 1.1(c) attached hereto, including any registrations obtained in connection therewith, together with the goodwill symbolized thereby; (b) the copyrights and registrations thereof set forth on Schedule 1.1(c), but excluding the Excluded Assetsname "Medi-Flex", free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released utilized by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) Medical Action to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”)set forth in Section 4.2.3; and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7such inventions, the following Contracts: (i) All Contracts processes, designs, formulae, trade secrets, know-how, confidential and other rights to provide small container municipal solid waste commercial technical information, manufacturing, engineering and industrial collection services technical drawings, product specifications and confidential business information developed by or for Medi-Flex pertaining solely to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) Business (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are hereinafter collectively referred to herein as the “Collection Contracts”"Intellectual Property"); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (as more specifically described in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts)attached hereto; (d) All all of the rights of Medi-Flex under all contracts, arrangements, licenses, leases and other agreements (excluding, however, any right to receive payments or accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller for Products sold or services rendered prior to Buyer within 5 Business Days following the Closing Date; provided, howeverall of which shall be expressly maintained by Medi-Flex), that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable the right to receive goods and services, pursuant to such agreements and to assert claims and take other rightful actions in respect of Seller related to any National Accountsbreaches, defaults, and other violations of such contracts, arrangements, licenses, leases and other agreements and otherwise in connection with the Business being acquired; (e) All all rights under any of the Intellectual Property to ▇▇▇ and seek remedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under the laws of the United States (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including together with all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise Intellectual Property rights included in the Excluded Assets (collectivelyother clauses of this Section 1.1, the “Records”"Intellectual Property Assets"); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware all books, records, manuals and software other materials (in any form or medium), which relate solely to the Product Line, including, without limitation, advertising matter, catalogues, price lists, correspondence, mailing lists, lists of Seller that is listed customers, distribution lists, photographs, production data, sales and described on Schedule 1.1(f)promotional materials and records, purchasing materials and records, manufacturing and quality control records and procedures, research and development files, records, data and laboratory books, Intellectual Property disclosures, media materials and plates, sales order files and copies of litigation files, in any event, solely pertaining to the Product Line; (g) All to the extent their transfer is permitted by law and also to the extent they relate solely to the Product Line, all consents of any government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality of the IP Rights listed on Schedule 1.1(g)United States or any political subdivision thereof, and any tribunal or arbitrator(s) of competent jurisdiction, and any self-regulatory organization, including all applications therefor; (h) All Permits related all guarantees, warranties, indemnities and similar rights in favor of Medi-Flex with respect to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)Asset.

Assets. On Subject to the terms and subject to conditions of this Agreement and in consideration of the conditions set forth in this AgreementBuyer’s assumption of the Assumed Liabilities, at on the ClosingClosing (as defined herein), Seller shall grant, convey, sell, transfer, assign, convey and deliver and assign to Buyer, and Buyer shall purchase purchase, acquire and accept from Seller, all of the Seller’s right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property2.1.1 Equipment, improvements trade fixtures, furniture, warehouse racks and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobilesrelated equipment, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuelshopping bags, receipt paper, price tags, tagging equipment, computers and related equipment, telephones and related equipment, tools, parts, tires Inventory, product samples, and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(ivpersonal property, located at the Retail Stores (as defined below), Seller’s headquarters office and at Seller’s warehouse facility located in Tracy, California; provided that Buyer shall have the right, by notice to Seller prior to the Closing Date, to decline items of equipment and furniture held at the headquarters office; (c) Subject to Section 1.72.1.2 Inventory and supplies held by Seller’s third-party expeditor, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectivelyExpeditors Imports, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred in transit on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) 2.1.3 The Contracts with Governmental Authorities leases listed on Schedule 1.1(c)(ii) 2.1.3 (collectively, the “Government Assumed Leases”) relating to the retail store locations described therein (the “Retail Stores”) and any security deposits provided to the lessors thereof; 2.1.4 The contracts listed on Schedule 2.1.4 (the “Assumed Contracts”); (iii) 2.1.5 The leases relating to the Rolling Stock sign holders, containers, shoe risers and fixtures listed on Schedule 1.1(c)(iii) 2.1.5 (collectively, the “Rolling Stock LeasesAdditional Fixtures”); 2.1.6 Intellectual Property, archives, records and embodiments, including all product specifications, physical samples and screens (iv) The leases relating to the machineryi.e., heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(ivgraphic designs); (v) The leases relating 2.1.7 Purchase orders placed by Seller with vendors, purchase orders received by Seller from customers, work/orders in progress, instruments, arrangements and commitments of any kind which are transferable and which relate to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation merchandise which would have constituted Inventory comprising part of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) under Section 2.1.1 or 2.1.2 if such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered merchandise had been received by Seller prior to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of 2.1.8 The name “Peek, Aren’t You Curious” and logos and other names, marks, logos used by Seller now or in the (i) operating recordspast; 2.1.9 To the extent permitted by applicable state and federal privacy laws and Seller’s privacy policies, customer recordsand vendor lists, maintenance filesand all files and documents and information, engineering studiesincluding customer account information, plans domain name, user names, passwords, real names, postal and specifications of Seller email addresses, telephone and facsimile numbers relating to the extent related to any Assets in the Market (in whatever format they existsuch customers and vendors, whether maintained electronically or in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation mattersserve Seller’s customers; (f) The computer hardware 2.1.10 Advertising, sales and software of Seller that is listed customer materials, forms, labels, promotional materials, manuals and described on Schedule 1.1(f)supplies; (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”).

Assets. On the terms and subject to the conditions set forth in this AgreementSUBJECT TO AND IN RELIANCE UPON THE REPRESENTATIONS, at the ClosingWARRANTIES AND AGREEMENTS HEREIN SET FORTH, Seller shall grantAND SUBJECT TO THE TERMS AND CONDITIONS HEREIN CONTAINED, conveyNCD, sellINC. AND NCD SUB AGREE TO GRANT, transferCONVEY, deliver and assign to BuyerSELL, and Buyer shall purchase from SellerASSIGN, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market TRANSFER AND DELIVER TO NETMANAGE ON THE CLOSING DATE (collectively, the “Assets”AS HEREINAFTER DEFINED), but excluding the Excluded AssetsAND NETMANAGE AGREES ON THE CLOSING DATE TO PURCHASE, free and clear of all EncumbrancesACCEPT AND ASSUME, except Permitted Encumbrances and Blanket Liens THOSE ASSETS SET FORTH ON SCHEDULE 1.1 ATTACHED HERETO (which Blanket Liens shall be released by Seller in accordance with Section 6.16):COLLECTIVELY, THE "ASSETS"). WITHOUT LIMITING THE FOREGOING, THE ASSETS SHALL INCLUDE THE FOLLOWING, EXCEPT TO THE EXTENT THAT ANY OF THE FOLLOWING ARE EXCLUDED ASSETS: (a) The real propertyall proprietary software relating to the Assets, improvements in every case including all documentation, object code and fixtures owned by Seller which are listed source code with respect to such software set forth on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”)SCHEDULE 1.1; (b) The following tangible personal property owned or leased by Seller as all customer contracts and service agreements relating to the supply and servicing of the Closing: (i) Z-Mail products and all other contracts relating to the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed Z-Mail Business set forth on Schedule 1.1(b)(iSCHEDULE 1.1(b), together with all attachments which Schedule shall be prepared and accessions thereto attached hereto within 15 days following the Closing to include, among other things, technical support and maintenance agreements and the agreement between NCD and ▇▇▇▇▇▇▇▇.▇▇▇, Inc. dated December 14, 1995 (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv"▇▇▇▇▇▇▇▇.▇▇▇ Agreement") (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv"Contracts"); (c) Subject to Section 1.7, all inventory of the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Z-Mail Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts"Inventory"); (d) All accounts receivable certain tangible personal property located at the facility held under the Lease (as defined in Section 8.4) (the "Property") but only as determined by mutual agreement of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accountsparties; (e) All all intellectual property rights, whether held by NCD as owner or as licensee, relating to the Assets including, without limitation, patents, patent applications, trademarks (whether registered or unregistered), trademark applications, copyrights (whether registered or unregistered), copyright applications, trade secrets, know-how, customer lists, franchises, systems, computer software, computer programs (including both source and object code forms), inventions, designs, proprietary products, technologies, proprietary rights or other intellectual property or intangible assets and any rights to use or exploit any of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files foregoing (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”"Proprietary Rights"); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware all tangible records of the Proprietary Rights, customer lists, customer records and software similar information relating to the ongoing conduct of Seller that is listed the Z-Mail Business, including, without limitation, commented source code and described on Schedule 1.1(fother technical papers, inventory, maintenance, and asset records (the "Proprietary Rights Records"); (g) All of all sales and promotional materials, catalogues and advertising literature relating to the IP Rights listed on Schedule 1.1(g);Assets; and (h) All Permits related any and all claims, choses in action, rights of indemnification and rights against third parties if and to the ownership, operation, management or use of the Assets in the Market extent that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms they relate to Buyer; (i) The creditsthe condition of the Assets, deferred chargesincluding, prepaid expenseswithout limitation, deposits all rights under manufacturers' and other prepaid assetsvendors' warranties, other than those related to Taxes or (except for any prepaid sales Taxes and property Taxes relating ii) the operation of the Z-Mail Business prior to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) Closing (collectively, the “Prepaid Assets”"Claims"); and PROVIDED, HOWEVER, that Claims shall not include any claims, choses in action, rights of indemnification or rights against third parties arising solely in connection with accounts receivable or accounts payable or prepaid expenses (j) All rightother than prepaid expenses, title and interest in and if any, relating to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”Contracts).

Assets. On (a) Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Seller shall grant, convey, will sell, transfer, deliver transfer and assign convey all of the following assets to Buyer, and Buyer shall will purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in and business from the Market Seller: (i) all inventory, including without limitation, raw materials, work-in-progress, finished goods and replacement parts (collectively, the “Assets”), but excluding "Inventory") which exists on the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens Closing Date (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”defined below); (ii) all office supplies, maintenance supplies, packaging materials, spare parts and similar items of the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed Business (collectively, the "Office Supplies") which exist on Schedule 1.1(b)(iithe Closing Date (as defined below); (iii) that number of additional containers all accounts, accounts receivable, notes and compactors stored notes receivable relating to the Business existing on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services Closing Date which are payable to the active customers at Seller, including any security held by the locations on Seller for the service routes listed on Schedule 1.1(c)(i) payment thereof (collectivelythe accounts, such customer accounts are referred receivable, notes and notes receivable, including any related security therein, to herein as be transferred to the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts Buyer pursuant hereto are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection "Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”Receivable"); (iv) The leases all prepaid expenses of the Seller relating to the machinery, heavy equipment and materials handling equipment (in each case, Business existing on the Closing Date other than Rolling Stock) those related to Excluded Assets (collectively, the “Equipment”) listed on Schedule 1.1(c)(ivas defined below);. (v) The leases all rights of the Seller under the contracts, agreements, leases, licenses and other instruments relating to the Office Equipment listed on Business all as set forth in Part 3.17(a) and Part 3.17(b) of the Disclosure Schedule 1.1(c)(v(as defined below); (vi) The originals or copies of all of the Seller's books, records and accounts, correspondence, production records, technical, accounting, manufacturing and procedural manuals, customer lists, employment agreements listed on Schedule 1.1(c)(vi) records, studies, reports or summaries relating to any environmental conditions or consequences of any operation relating to the Business, present or former, as well as all studies, reports or summaries relating to any environmental aspect or the general condition of the Assets (collectivelyas defined below), and any confidential information which has been reduced to writing relating to or arising out of the “Employment Contracts”)Business; (vii) The agreements relating to all rights of the Assets listed on Schedule 1.1(c)(vii); andSeller under express or implied warranties from the suppliers of the Business; (viii) Those all of the machinery, computer and other Contracts of Seller not set forth on Schedule 1.1(c) solely equipment, tools, hardware, maintenance, machinery and equipment and furniture, vehicles, and personal property relating to the extent Business owned, leased or used by the Seller on the Closing Date unless specifically excluded herein as an Excluded Asset (A) each such Contract relates primarily as defined below), whether or not reflected as capital assets in the accounting records of the Seller relating to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 Business (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts"Fixed Assets"); (dix) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All all of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All Seller's right, title and interest in and to all Intellectual Property Assets, as defined in Section 3.22; and (x) except as specifically provided in Subsection 2.1(b) hereof, all other assets, properties, claims, rights and interests of the dedicated telephone Seller relating to the Business which exist on the Closing Date, of every kind and fax numbersnature and description, post office boxes whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of paragraph (a) above, the assets to be transferred to the Buyer under this Agreement shall not include those assets listed in Part 2.1(b) of the Disclosure Schedule (the "Excluded Assets"). (c) The Inventory, Office Supplies, Accounts Receivable, Assumed Contracts, Fixed Assets, Intellectual Property Assets, Software and telephone listings other properties, assets and business of the Seller listed on Schedule 1.1(j). To relating to the extent any Registered Rolling Stock is owned Business described in paragraph (a) above, other than by Sellerthe Excluded Assets, Seller shall cause such Registered Rolling Stock be referred to be sold to Buyer at Closing by collectively as the entities holding title thereto (collectively, the “Additional Vehicle Seller”)"Assets."

Assets. On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, at the ClosingSellers, Seller jointly and severally, shall grantsell, convey, sellassign, transfer, deliver convey and assign to Buyerdeliver, and the Buyer shall purchase purchase, acquire and accept from Sellerthe Sellers, all of the right, title and interest that Seller possesses of the Sellers and has their Subsidiaries as of the right Closing Date in, to transfer in and to under the following assets located in the Market (collectively, the “Assets”), but excluding the Excluded Assets, ) free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16):Liens: (ai) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”)all Management Agreements; (bii) The following tangible personal property owned all Franchise Agreements; (iii) except for the Excluded IP/IT Agreements, all the contracts and agreements relating to Intellectual Property, information technology or leased by Seller as of services relating thereto used in the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto Business (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling StockAssigned IP/IT Agreements”); (ii) the number of containers , including those contracts and compactors located on-site with a customer that relate to a Collection Account and listed agreements set forth on Schedule 1.1(b)(ii2.1(a)(iii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); ; (iv) all of the furniture advertising, marketing, promotional and office equipment listed other agreements set forth on Schedule 1.1(b)(iv2.1(a)(iv) (collectively, the “Office Equipment”); (v) all inventory of suppliesOther Agreements” and, fueltogether with the Management Agreements, parts, tires Franchise Agreements and maintenance accessories (collectivelyAssigned IP/IT Agreements, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iiiv) The leases relating to except for the Rolling Stock listed Retained Business IP, all the Intellectual Property which is owned by any of the Sellers or their Subsidiaries and used or held for use in the Business, including, the Trademark registrations and applications, domain names, common law marks, and all other Intellectual Property which are identified on Schedule 1.1(c)(iii2.1(a)(v) (collectively, the “Rolling Stock LeasesAssigned IP”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed all equipment and other hardware used or held for use in the Business, including the equipment and hardware identified on Schedule 1.1(c)(vi2.1(a)(vi) (collectively, the “Employment ContractsAssigned Hardware”); (vii) The agreements the Business Records and the Documents, other than those that Sellers are required to retain by Law; (viii) all customer and Franchisee deposits, security or collateral and the segregated bank accounts for the Central Marketing Fund, the National Sales Fees and Regional Marketing Fees collected in respect of System Hotels, in each case, in the possession of Sellers arising out of the Management Agreements or Franchise Agreements; (ix) counterclaims, set-offs, recoupment rights or defenses with respect to the Assumed Liabilities; (x) the GDS chain codes set forth on Schedule 2.1(a)(x) and the material telephone numbers that are used in the Business (except for the Retained Business IP ), including those set forth on Schedule 2.1(a)(x); (xi) except as provided in Schedule 2.1(b)(vi), all claims, judgments or causes of action of Sellers to the extent relating to any of the Assets listed on Schedule 1.1(c)(viiAssets, and claims related to the value, condition or title to the Assets; (xii) any payments under liquidated damages provisions under any Management Agreement or Franchise Agreement made after the date of this Agreement in favor of the Sellers in connection with the termination of such Management Agreement or Franchise Agreement; (xiii) the Collective Bargaining Agreements and the assets of the Saving Plans, to the extent provided in Section 6.9(h); and (viiixiv) Those other Contracts any receivables included in the calculation of Seller not the Receivables Amount as set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)Final Payment Statement.

Assets. On the terms Seller hereby sells, assigns, conveys and subject to the conditions set forth in this Agreement, at the Closing, Seller shall grant, convey, sell, transfer, deliver and assign otherwise transfers (“Transfer”) to Buyer, and Buyer shall purchase from SellerBuyer’s successors and assigns, all of the right, title and interest that Seller possesses and has the right to transfer in and to the Assets held by Seller, which consist of the following described assets located in the Market (collectively, the “Purchased Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements trade and fixtures owned by Seller which are listed on Schedule 1.1(a) assumed names (such owned assets of Seller are referred to collectively as except for the trade name “Owned Real PropertyVIASPACE” or the and Direct Methanol Fuel Cell Corporation “Real PropertyDMFCC” and “Ionfinity”); (b) The following tangible personal property owned or leased by Seller as of the customer lists and customer orders received after Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: Seller’s Licenses (ias defined below) All Contracts and or other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the contractual arrangements for “Collection AccountsSHINE”, an inference engine technology, and the Contracts any related Licenses from JPL/Caltech for use of SHINE in one or other rights more applications including but not limited to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); defense applications, homeland defense, maritime security, and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number diagnostics and zip code and to set forthprognostics, with respect to each Collection Accountmedical systems, the service requirementsmanufacturing, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Dateplan management, including customer nametelecommunications, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contractsetc.); (d) All accounts receivable of Seller arising from Seller’s Licenses and Intellectual Property relating to the Collection Accounts which will be listed AIMS Perimeter Surveillance Radar solution (by DMT) (“AIMS Radar”) and also the deposit on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accountsradar equipment; (e) All of the Seller’s Licenses and Intellectual Property relating to: (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and ViaChange technology; (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files U-Hunter technology; (including all employee benefit files and employee investigation files, if applicableiii) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation mattersMUDSS technology; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and all other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All Seller’s right, title and interest in any technology Licenses or other similar agreements expressly assumed by the Buyer and set forth in Schedule 1; (g) Certain equipment owned by Seller consisting of (i) desktop and laptop computers used by Seller’s consultants or employees as described on Schedule 2 attached hereto and (ii) test and manufacturing equipment needed to carry on the business units acquired by the Buyer; (h) all other intangible assets related to the assets set forth in subsections (a) through (h) listed above; (i) all uniform resource locators (“URLs”) associated with the domain names of the Seller related, directly or indirectly, to the Purchased Assets as described in sub-sections (a) through (i) above, including, without limitation, any websites related to the Purchased Assets together with all content of such websites but excluding URLs and websites incorporating the trade name “VIASPACE”, or relating to DMFCC (as defined below); (j) all right, title and interest of Seller in and to all Intellectual Property rights relating to such assets set forth in sub-sections (a) through (j) above, including without limitation all books, payment records; accounts; correspondence; production records; technical, accounting and procedural manuals; development and design data; and other useful business records utilized in the dedicated telephone and fax numbers, post office boxes and telephone listings conduct of Seller listed on Schedule 1.1(j). To or relating to the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto Purchased Assets (collectively, the collectively “Additional Vehicle SellerRecords”).

Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall grant, convey, will sell, transfer, deliver convey and assign transfer to Buyer, and Buyer shall will purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in (the Market (collectively, the “"Assets”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16"): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All Seller's right, title and interest in and to the dedicated telephone equipment, furniture, machinery, vehicles, tools and fax numberssimilar items of tangible personal property owned by Seller as of the Closing; (b) All of Seller's right, post office boxes title and telephone listings interest in and to the Contracts listed in Schedule 2.9(a) hereto, to the extent the same are transferable to Buyer; (c) All of Seller's medical and financial records for patients treated at the Hospital prior to the Closing, provided that Buyer agrees to retain such records for the period required by law and to make them available to Seller and its representatives as requested; (d) All of Seller's right, title and interest in and to the inventories of supplies, drugs, disposable goods, and other similar items of tangible personal property owned by the Seller as of the Closing and intended to be consumed, disposed of or sold in the ordinary course of business of the Hospital; (e) All of Seller's right, title and interest in and to the Governmental Authorizations listed in Schedule 2.6; provided that such Governmental Authorizations shall be included in the Assets only to the extent that they are lawfully transferable; (f) All of Seller's right, title and interest in and to the business names set forth in Schedule 1.1(f); -1- (g) All of Seller's right, title and interest in and to unexpired warranties as of the Closing that are transferable to Buyer which the Seller has received from third parties with respect to the Assets, including, but not limited to, such warranties as are set forth in any construction agreement, lease agreement, equipment purchase agreement, consulting agreement or agreement for architectural and engineering services; (h) All of Seller's right, title and interest in and to advance payments, prepayments, prepaid expenses, deposits and the like (other than pre-paid insurance) made by Seller with respect to which Buyer will receive the benefit after the Closing, and other items recorded as prepaid expenses by Seller; (i) All of Seller's right, title and interest in and to the books, records, files and papers as of the Closing, whether in tangible or intangible form, used in, or relating in any way to, the Hospital or the Assets, including sales and promotional literature, sales and purchase correspondence, lists of present and former suppliers, lists of present and former patients, and personnel and employment records; and (j) All of Seller's right, title and interest in and to the goodwill of the business evidenced by the Assets, and except for Excluded Assets, any and all other assets of Seller listed on Schedule 1.1(j). To utilized solely in the extent operations of the Hospital as conducted prior to the Closing Date, whether or not such assets have any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)value for accounting purposes.

Assets. On Subject to and upon the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing (as defined in Section 2.1), the Seller shall grant, convey, will sell, transfer, convey, assign and deliver and assign to the Buyer, and the Buyer shall will purchase or acquire from the Seller, all of the right, title and interest that of the Seller possesses and has the right to transfer in and to the following properties, assets located and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired (other than the Excluded Assets (as defined in Section 1.2)) primarily relating to or used or held for use in connection with, or necessary for the Market conduct of the business and operations of the Division as currently conducted by the Seller as the same may exist on the Closing Date (collectively, the “"Assets”"), but excluding including, without limitation, all those items in the Excluded following categories that conform to the definition of the term "Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16):": (a) The real propertyall machinery, improvements equipment, computer hardware and fixtures owned by Seller which are listed on Schedule 1.1(a) peripherals, furniture, furnishings, automobiles, trucks, vehicles, tools, dies, molds and parts and similar property (including, but not limited to, any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person (as such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”term and any other term used herein without definition is defined in Section 12.1)); (b) The following tangible personal property owned or leased by Seller as all inventories of the Closing: (i) the automobilesraw materials, truckswork in process, fork liftsfinished products, construction vehicles goods, spare parts, replacement and component parts, and office and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto supplies (collectively, the “Rolling Stock”) "Inventories"), including Inventories held at any location controlled by the Seller and Inventories previously purchased and in transit to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv)Seller at such locations; (c) Subject all rights in and to Section 1.7products sold or leased (including, the following Contracts: (i) All Contracts but not limited to, products hereafter returned or repossessed and other unpaid sellers' rights of rescission, replevin, reclamation and rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (stoppage in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contractstransit); (d) All accounts receivable of Seller arising from all rights (including, but not limited to, any and all Intellectual Property ights) in and to the Collection Accounts which will be listed products sold or leased and in and to any products or other Intellectual Property rights under research or development prior to or on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All all of the (i) operating recordsrights of the Seller under all Contracts, customer recordsincluding, maintenance fileswithout limitation, engineering studiesany right to receive payment for products sold or services rendered, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they existreceive goods and services, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 such Contracts and excluding past e-mails that are not part to assert claims and take other rightful actions in respect of breaches, defaults and other violations of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation mattersContracts; (f) The computer hardware all of the rights of the Seller under all Leases (including, but not limited to, credits and software of Seller that is listed and described reimbursements for leasehold improvements pursuant to the Lease set forth on Schedule 1.1(f3.9(b); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”).

Assets. On the terms (i) The Target Companies and subject B&W Canada collectively are solely legally and beneficially entitled to the conditions set forth in this Agreement, at the Closing, Seller shall grant, convey, sell, transfer, deliver and assign have good and marketable title to Buyer, and Buyer shall purchase from Seller, all of the right, title and interest that Seller possesses and has the right to transfer Assets (excluding Intellectual Property which is addressed in and to the following assets located in the Market (collectively, the “Assets”Section 2.10 hereof), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (other than Permitted Liens and those Liens which Blanket Liens shall be released by Seller in accordance connection with Section 6.16): Closing as set forth in Sections 6.1(q) through 6.1(s)), and (aii) The real propertythe Assets are sufficient for the conduct of the Business as currently conducted as of the Execution Date consistent with past practices, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as located at the “Owned Real Property” or . Each Target Company and B&W Canada have complied in all material respects with the “Real Property”);terms of all Permitted Liens, and to Sellers’ Knowledge no third party has breached the terms of any Permitted Liens. (b) The following tangible personal property owned or leased by Seller Except as set forth on Schedule 2.8(b), all of the ClosingAssets (including all buildings, improvements, plants, and structures on the Real Property) are (i) in good condition and repair (ordinary wear and tear excepted), (ii) suitable in all material respects for continued use in the Business consistent with past practices, and (iii) not in need of material maintenance or repair, except for ordinary routine maintenance or repairs, none of which has been deferred in the preceding twelve (12) months. (c) Set forth on Schedule 2.8(c) are lists of: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto material assets (collectively, the “Rolling Stock”including personnel) being transferred by Sellers or their respective Affiliates to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following or more of the Closing Date to identify all customer information relating Target Companies pursuant to the final Collection Accounts transferred on Reorganization (the Closing Date“Inbound Assets”), including customer nameit being acknowledged and agreed by Purchasers that, service addressupon consummation of the Reorganization, billing address, customer number, zip code, service requirements, container size the Target Companies will assume all liabilities and standard monthly charge; obligations with respect to the Inbound Assets; and (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) material assets (collectivelyincluding personnel), obligations, and liabilities (the “Government ContractsOutbound Assets and Liabilities”); ) being transferred from the Target Companies to one (iii1) The leases relating or more Affiliates of Sellers not related to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating Business pursuant to the machineryReorganization, heavy equipment it being acknowledged and materials handling equipment (in each caseagreed by Sellers that, other than Rolling Stock) (collectivelyupon consummation of the Reorganization, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating such Affiliates of Sellers will assume all liabilities and obligations with respect to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Outbound Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts);Liabilities. (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All None of the (i) operating records, customer records, maintenance files, engineering studies, plans Outbound Assets and specifications of Seller to Liabilities are necessary for the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All operation of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)Business.

Assets. On Subject to Section 2.03, the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller term “Assets” shall grant, convey, sell, transfer, deliver and assign to Buyer, and Buyer shall purchase from Seller, mean all of the Seller’s right, title and interest that Seller possesses interests in, to and has under the right to transfer properties and assets described in subsections (a) through (r) below (but, for the avoidance of doubt, excluding the Excluded Assets): (a) (i) the Leases and (ii) the interests in any units or pooled or communitized properties arising on account of the Leases having been unitized or pooled into such units or with such lands (Seller’s interests therein, the “Unit Interests”); (b) all oil and gas ▇▇▇▇▇ attributable to the following assets located in Leases or Unit Interests as set forth on Exhibit A—Part 1 (the Market “▇▇▇▇▇”; the Leases, the Unit Interests and the ▇▇▇▇▇ being collectively referred to hereinafter as the “Properties”); (c) all production facilities, structures, tubular goods, well equipment, lease equipment, production equipment, pipelines, machinery and all other personal property, fixtures and facilities to the extent appurtenant to or related to the Properties (collectively, the “AssetsFacilities”) or otherwise owned by the Seller, but not currently utilized by an Excluded Property, wherever located, including the subsea production tree and all related parts colloquially referred to as the “▇▇▇▇▇ Christmas Tree”; (d) all Permits, servitudes, rights-of-use, easements and rights-of-way and other similar rights under applicable Law (to the extent transferable) relating to the Properties or the Facilities, including those described in Exhibit A—Part 3; (e) (i) all Hydrocarbons and Accounts Receivable produced from or attributable to the Properties during or attributable to any periods of time prior to, on or after the Closing Date, and all proceeds attributable thereto, and (ii) all Hydrocarbons and Accounts Receivable produced from or attributable to any Excluded Properties (other than ▇▇▇▇▇) during or attributable to any periods of time prior to or on the Closing Date, and all proceeds attributable thereto; (f) (i) all Contracts that include any provisions providing for indemnification, contribution or any other rights to payment or reimbursement from third parties with respect to any Liabilities relating to decommissioning or plugging and abandonment, other than any such right that has been assigned by Seller to BOEM/BSEE or to another purchaser of the property to which it relates prior to Closing with the prior written consent of Buyer (or, prior to the Joinder Date, the Administrative Agent acting at the direction of the Required Lenders) and (ii) all Contracts relating to the Properties or the Facilities, including those listed in Exhibit A—Part 4(a), as such Exhibit may be amended in accordance with this Agreement (collectively, the “Assigned Contracts”), but excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: (i) the automobiles, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7, the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of all residual proceeds distributed from the IP Rights listed on Schedule 1.1(gBOEM/BSEE Trusts (the “BOEM/BSEE Trust Proceeds”); (h) All Permits all records, files, maps, data, schedules, reports and logs relating to the Properties, the Facilities or any other Assets, including (i) all accounting, land and engineering (including geological and geophysical data contained therein) files, (ii) all title reports and similar documents and materials relating to the Leases, (iii) all Well records, Well logs, division order records, title records (including abstracts of title, title opinions and memoranda, and title curative documents related to the ownershipLeases) and historic production data relating to the ▇▇▇▇▇, operation(iv) corporate, management or use of financial, Tax and legal records and (v) all correspondence that relates to the Assets foregoing (collectively, the “Files”), in each case, subject to Seller’s right to retain copies to the Market that are owned by, issued to, or held extent permitted by or otherwise benefiting Seller and transferable by their respective terms to BuyerSection 8.03; (i) The all proceeds from the settlements of Contract disputes, including settlement of take-or-pay disputes, with purchasers of Hydrocarbons from or attributable to (i) the Properties, regardless of when such proceeds accrued, and (ii) the Excluded Properties (other than ▇▇▇▇▇), insofar as such proceeds accrued prior to or on the Closing Date; (j) all credits, deferred chargesprepayments, prepaid expensespayments, deposits advances, refunds and other prepaid assets, other than those similar amounts (except with respect to Taxes) to the extent related to Taxes the Assets; (except for any prepaid sales k) all credits, prepayments, payments, advances and similar amounts attributable to Non-Income Taxes and property Production Taxes relating to the fixed assets included within the Assets), of Seller principally extent related to the Assets paid by or on behalf of Seller and listed attributable to Tax periods (or portions thereof) beginning on or after the Closing Date and described all Tax refunds or rights to receive Tax refunds, whether attributable to Tax periods beginning before, on Schedule 1.1(ior after the Closing Date; (l) all Intellectual Property (collectivelyother than Intellectual Property that relates exclusively to any Excluded Asset), including the “Prepaid Intellectual Property set forth on Exhibit A—Part 5; (m) all of the Purchased Equity and the Netherlands Transferred Assets”; (n) all intercompany notes and receivables and interests therein held by Seller, including notes issued by ATP UK and ATP Israel; (o) all Claims, ORRI/NPI Claims, counterclaims and rights to setoff, whether asserted or unasserted, contingent or fixed, known or unknown, including any warranty or damage Claims, but in each case excluding those attributable solely to Excluded Properties (except to the extent otherwise constituting Assets under the other subsections of this Section 2.02) or contemplated by Section 2.03(g); (p) any rights to receive settlements of any Imbalances as of the Closing Date or any right to increase future production related thereto; (q) the right to any funds distributed from the Clipper Escrow; and (jr) All right, title all rights to (i) contest any outstanding and interest in and future decisions or orders of BOEM/BSEE or any other Governmental Authority relating to the dedicated telephone Assets, including with respect to supplemental bonding for Leases, pipelines, rights-of-way and fax numbersrights-of-use and easements, post office boxes (ii) manage all aspects of any pending, and telephone listings assert and manage all aspects of any future, appeals of such decisions and orders, including those before the Interior Board of Land Appeals and (iii) participate in any other similar proceeding involving Seller listed on Schedule 1.1(j)that is not assigned to Buyer pursuant to clauses (i) and (ii) hereof. To Notwithstanding anything herein or in Exhibit A—Part 1 through Part 5 to the extent contrary, Buyer (or, prior to the Joinder Date, the Administrative Agent acting at the direction of the Required Lenders) shall have the right to reject any Registered Rolling Stock is owned of the Assets (other than the Properties and the Facilities consisting of and related to the oil and gas leases covering Atwater Valley 63, Mississippi Canyon 941, Mississippi Canyon ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ (▇▇▇▇ ▇▇▇▇), ▇▇▇▇ Pass 123, Ship Shoal 351, Ship Shoal 358 and Breton Sound 45) by Sellerproviding written notice to Seller of its election to reject any such assets (the “Rejected Assets”) at least two (2) Business Days prior to the Closing, Seller in which event such Rejected Assets shall cause be deemed Excluded Assets for purposes of this Agreement. The Parties shall negotiate, in good faith, to agree to an appropriate reduction to the Credit Bid portion of the Purchase Price for each Rejected Asset (it being agreed and acknowledged that such Registered Rolling Stock assets may be deemed to be sold Rejected Assets at Buyer’s election even in the absence of agreement upon an appropriate reduction to Buyer at Closing by the entities holding title thereto (collectively, Credit Bid portion of the “Additional Vehicle Seller”Purchase Price).

Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall grant, convey, will sell, transfer, deliver convey and assign transfer to Buyer, and Buyer shall will purchase from Seller, all the following assets (the "Assets"): (a) All of the Seller's right, title and interest that Seller possesses and has the right to transfer in and to the following assets located in the Market (collectivelyequipment, the “Assets”)furniture, but excluding the Excluded Assetsmachinery, free vehicles, tools and clear similar items of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements and fixtures owned by Seller which are listed on Schedule 1.1(a) (such owned assets of Seller are referred to collectively as the “Owned Real Property” or the “Real Property”); (b) The following tangible personal property owned or leased by Seller as of the Closing: ; (ib) All of Seller's right, title and interest in and to the automobilesContracts listed in Schedule 2.9(a) hereto, trucks, fork lifts, construction vehicles and other motor vehicles listed on Schedule 1.1(b)(i), together with all attachments and accessions thereto (collectively, the “Rolling Stock”) to the extent registered with any Governmental Authority (collectively, the “Registered Rolling Stock”); (ii) the number of containers and compactors located on-site with a customer that relate same are transferable to a Collection Account and listed on Schedule 1.1(b)(ii); (iii) that number of additional containers and compactors stored on the Real Property and listed on Schedule 1.1(b)(iii) (collectively, together with the containers and compactors listed on Schedule 1.1(b)(ii), the “Containers”); (iv) all of the furniture and office equipment listed on Schedule 1.1(b)(iv) (collectively, the “Office Equipment”); (v) all inventory of supplies, fuel, parts, tires and maintenance accessories (collectively, the “Inventory”); and (vi) other tangible assets listed on Schedule 1.1(b)(iv)Buyer; (c) Subject to Section 1.7, All of Seller's medical and financial records for patients treated at the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services Hospital prior to the active customers at Closing, provided that Buyer agrees to retain such records for the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on the date hereof to identify such Collection Accounts period required by customer number and zip code law and to set forth, with respect make them available to each Collection Account, the service requirements, container size Seller and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not set forth on Schedule 1.1(c) solely to the extent (A) each such Contract relates primarily to the ownership or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included representatives as Assumed Contracts)requested; (d) All accounts receivable of Seller's right, title and interest in and to the inventories of supplies, drugs, disposable goods, and other similar items of tangible personal property owned by the Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following as of the Closing Date; providedand intended to be consumed, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable disposed of Seller related to any National Accountsor sold in the ordinary course of business of the Hospital; (e) All of Seller's right, title and interest in and to the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller Governmental Authorizations listed in Schedule 2.6; provided that such Governmental Authorizations shall be included in the Assets only to the extent related to any Assets in the Market (in whatever format that they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matterslawfully transferable; (f) The computer hardware All of Seller's right, title and software of Seller that is listed interest in and described on to the business names set forth in Schedule 1.1(f); (g) All of Seller's right, title and interest in and to unexpired warranties as of the IP Rights listed on Schedule 1.1(g)Closing that are transferable to Buyer which the Seller has received from third parties with respect to the Assets, including, but not limited to, such warranties as are set forth in any construction agreement, lease agreement, equipment purchase agreement, consulting agreement or agreement for architectural and engineering services; (h) All Permits related of Seller's right, title and interest in and to the ownershipadvance payments, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred chargesprepayments, prepaid expenses, deposits and other prepaid assets, the like (other than those related pre-paid insurance) made by Seller with respect to Taxes (except for any which Buyer will receive the benefit after the Closing, and other items recorded as prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); andexpenses by Seller; (ji) All of Seller's right, title and interest in and to the dedicated telephone books, records, files and fax numberspapers as of the Closing, post office boxes whether in tangible or intangible form, used in, or relating in any way to, the Hospital or the Assets, including sales and telephone listings promotional literature, sales and purchase correspondence, lists of present and former suppliers, lists of present and former patients, and personnel and employment records; and (j) All of Seller's right, title and interest in and to the goodwill of the business evidenced by the Assets, and except for Excluded Assets, any and all other assets of Seller listed on Schedule 1.1(j). To utilized solely in the extent operations of the Hospital as conducted prior to the Closing Date, whether or not such assets have any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”)value for accounting purposes.

Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall grantagrees to sell, convey, sell, transfer, transfer and deliver and assign to Buyer, Buyer and Buyer shall agrees to purchase from Selleras of Closing (as hereinafter defined) all assets, all real, personal and mixed, tangible and intangible owned or used by Seller and associated with or employed in the operation of the rightBusiness, title and interest that Seller possesses and has other than the right to transfer in and to Excluded Assets, which assets shall include the following assets located in the Market (collectively, the “Assets”)): (i) fee or leasehold title to the real property described in Schedule 4.14 hereto, but excluding the Excluded Assetstogether with all improvements, free and clear of all Encumbrances, except Permitted Encumbrances and Blanket Liens (which Blanket Liens shall be released by Seller in accordance with Section 6.16): (a) The real property, improvements buildings and fixtures owned by Seller which are listed on Schedule 1.1(a) located thereon or therein (such owned assets of Seller are referred to collectively as the “Owned Real Property” or collectively, the “Real Property”); ; (bii) The following tangible personal property owned all major, minor or leased other equipment, furniture and furnishings, including those listed on Schedule 4.13 hereto (“Equipment Depreciation Schedule”); (iii) all supplies and inventory used in the normal course of business or required by regulation; (iv) all prepaid expenses to the extent useable by Buyer which are not refundable to Seller; (v) claims of Seller for refunds against third parties and Seller’s rights to offset amounts against claims made by third parties with respect to Assumed Liabilities, all as of the Closing: Closing Date (ias hereinafter defined); (vi) all resident medical and personnel records, subject to the automobilesconditions described on Schedule 1.1 (vi) (including, truckswithout limitation, fork liftsall equipment records, construction vehicles medical/administrative libraries, medical records, documents, catalogs, books, records, files, and current personnel records); (vii) all of the interest of Seller in all commitments, contracts, leases, and agreements outstanding in respect of the Assets which are described in Schedule 4.10 and other motor vehicles contracts which constitute routine supply or service contracts pursuant to which Seller expects to pay or receive less than $5,000 for any one such contract or $50,000 for all such contracts during its current fiscal year, whether or not listed on Schedule 1.1(b)(i)4.10, together with all attachments to the extent assignable and accessions thereto provided that such contracts may be terminated by Seller (and, if assigned, by Buyer) upon no more than 90 days notice (collectively, the “Rolling StockContracts”) to the extent registered ), including all capital leases and operating leases described in Schedule 4.10 and/or any such operating and capital leases associated with any Governmental Authority copy and facsimile machines, postage meters, dishwashers, telephone systems and other equipment listed on Schedule 4.13 hereto, (collectively, the “Registered Rolling StockAssumed Capital Leases”); (iiviii) all licenses and permits to the number extent assignable, held by Seller relating to the ownership, development and operations of containers the Assets and compactors located on-site with a customer that relate to a Collection Account and listed on Schedule 1.1(b)(iithe Business (including any pending or approved governmental approvals regarding the Business); (iiiix) that number all logos, names, trade names, trademarks and service marks (or variations thereof) associated with the Assets and the Business, all of additional containers and compactors stored on the Real Property and listed which are set forth on Schedule 1.1(b)(iii4.7; (“Intellectual Property”) (collectivelyexcluding the names: Diakon Lutheran Social Ministries, together with T▇▇▇▇▇▇▇ Lutheran Services, The Lutheran Welfare Service of Northeastern Pennsylvania, Inc., Lutheran Services Northeast and The Lutheran Home at Topton, Pennsylvania or variations thereof or any Facilities name that includes the containers and compactors listed on Schedule 1.1(b)(ii), the word “ContainersLutheran”); (ivx) subject to the terms and conditions imposed by lessors and licensers, all computer software, programs owned by or licensed to Seller or used in the conduct of the Business, all of the furniture and office equipment listed which are set forth on Schedule 1.1(b)(iv) 4.28 hereto (collectively, the “Office EquipmentComputer Software”); (vxi) Seller’s goodwill in the Business, including the fictitious names; (xii) all inventory telephone numbers associated with the Business; (xiii) all certificates of suppliesneed and provider agreements, fuel, parts, tires and maintenance accessories (collectively, to the “Inventory”)extent transferable; and (vixiv) other Seller’s interest in all property, real, personal and mixed, tangible assets listed on Schedule 1.1(b)(iv); (c) Subject to Section 1.7and intangible, arising or acquired in the following Contracts: (i) All Contracts and other rights to provide small container municipal solid waste commercial and industrial collection services to the active customers at the locations on the service routes listed on Schedule 1.1(c)(i) (collectively, such customer accounts are referred to herein as the “Collection Accounts”, and the Contracts or other rights to service the Collection Accounts are collectively referred to herein as the “Collection Contracts”); and Schedule 1.1(c)(i): (A) will be provided on ordinary course of Seller’s Business between the date hereof and Closing which are not otherwise Excluded Assets subject to identify such Collection Accounts by customer number and zip code and to set forth, with respect to each Collection Account, the service requirements, container size and standard monthly charge; and (B) will be updated within one (1) Business Day following the Closing Date to identify all customer information relating to the final Collection Accounts transferred on the Closing Date, including customer name, service address, billing address, customer number, zip code, service requirements, container size and standard monthly charge; (ii) The Contracts with Governmental Authorities listed on Schedule 1.1(c)(ii) (collectively, the “Government Contracts”); (iii) The leases relating to the Rolling Stock listed on Schedule 1.1(c)(iii) (collectively, the “Rolling Stock Leases”); (iv) The leases relating to the machinery, heavy equipment and materials handling equipment (in each case, other than Rolling Stock) (collectively, the “Equipment”) listed on Schedule 1.1(c)(iv); (v) The leases relating to the Office Equipment listed on Schedule 1.1(c)(v); (vi) The employment agreements listed on Schedule 1.1(c)(vi) (collectively, the “Employment Contracts”); (vii) The agreements relating to the Assets listed on Schedule 1.1(c)(vii); and (viii) Those other Contracts of Seller not Section 1.2 below. Except as set forth on Schedule 1.1(c) solely 4.13, Seller shall convey good title to the extent (A) each such Contract relates primarily Assets and all parts thereof to the ownership Buyer free and clear of all liens, pledges, rights of first refusal, options, restrictions, encumbrances, liabilities, claims, assessments, security interests and defects in title, except as permitted or operation of the Assets in the Market and requires by its terms annual expenditures after the Closing in an amount less than $25,000 and (B) such Contracts collectively do not require by their terms expenditures after the Closing of more than $100,000 (collectively, the “Permitted Unlisted Contracts,” and together with all of the Contracts described in or listed on the Schedules 1.1(c)(i)-(vii), collectively, the “Assumed Contracts”) (notwithstanding anything provided herein to the contrary, any Contracts that are not listed on Schedules 1.1(c)(i)-(vii) and do not constitute Permitted Unlisted Contracts will not be included as Assumed Contracts); (d) All accounts receivable of Seller arising from the Collection Accounts which will be listed on Schedule 1.1(d), (collectively, the “Accounts Receivable”), which schedule will be delivered by Seller to Buyer within 5 Business Days following the Closing Date; provided, however, that Accounts Receivable shall exclude any inter-company accounts receivable and accounts receivable of Seller related to any National Accounts; (e) All of the (i) operating records, customer records, maintenance files, engineering studies, plans and specifications of Seller to the extent related to any Assets in the Market (in whatever format they exist, whether in hard copy or electronic format) and (ii) to the extent transferable under Applicable Law, human resources records, employee personnel files (including all employee benefit files and employee investigation files, if applicable) and related files (collectively, the “Employee Records”) related to employees of Seller hired by Buyer in connection with the Transactions, but excluding any such files, documents, books and records that constitute Excluded Assets pursuant to Section 1.2 and excluding past e-mails that are not part of such files, documents, books and records and that instead may be stored on servers or networks of Seller or otherwise included in the Excluded Assets (collectively, the “Records”); provided, however, that Seller may retain a copy of (A) all Employee Records and (B) all other records and files transferred to Buyer pursuant to this Agreement, including those needed to comply with any regulations, investigations, audits, or inquiries or for ongoing matters relating to the Excluded Assets, including all disputes and litigation matters; (f) The computer hardware and software of Seller that is listed and described on Schedule 1.1(f); (g) All of the IP Rights listed on Schedule 1.1(g); (h) All Permits related to the ownership, operation, management or use of the Assets in the Market that are owned by, issued to, or held by or otherwise benefiting Seller and transferable by their respective terms to Buyer; (i) The credits, deferred charges, prepaid expenses, deposits and other prepaid assets, other than those related to Taxes (except for any prepaid sales Taxes and property Taxes relating to the fixed assets included within the Assets), of Seller principally related to the Assets and listed and described on Schedule 1.1(i) (collectively, the “Prepaid Assets”); and (j) All right, title and interest in and to the dedicated telephone and fax numbers, post office boxes and telephone listings of Seller listed on Schedule 1.1(j). To the extent any Registered Rolling Stock is owned other than by Seller, Seller shall cause such Registered Rolling Stock to be sold to Buyer at Closing by the entities holding title thereto (collectively, the “Additional Vehicle Seller”).